Amendment: New insider Northern Right Long Only Master Fund Lp claimed ownership of 409,577 shares (SEC Form 3)
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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/13/2025 |
3. Issuer Name and Ticker or Trading Symbol
Great Elm Group, Inc. [ GEG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 01/23/2025 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 409,577(1) | I | See Footnote(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 5.0% Convertible Senior PIK Note due 2030 | 01/13/2026(3) | 02/26/2030 | Common Stock | 176,376(4) | $3.4722 | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), acquired by Northern Right Long Only Master Fund LP ("NRC LO") in connection with a rebalancing transaction by Northern Right Capital Management, L.P. whereby Northern Right Capital (QP), L.P. ("Northern Right QP") transferred 409,577 shares of Common Stock to NRC LO. |
| 2. As general partner of NRC LO, Northern Right Fund GP LLC ("NRC Fund GP") may be deemed to be the beneficial owner of the securities held by NRC LO. NRC Fund GP disclaims beneficial ownership of the securities reported herein that may be beneficially owned by NRC LO, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that NRC Fund GP is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 3. On January 13, 2025, NRC LO entered into a letter agreement (the "Forbearance Agreement") with the Issuer, Northern Right QP and Matthew A. Drapkin, pursuant to which NRC LO irrevocably agreed to forbear from exercising its rights to convert its 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") (and any additional Notes issued pursuant to the Notes) into Common Stock until January 13, 2026. |
| 4. Represents an aggregate principal amount of $612,413 of the Notes constituting a conversionary interest, subject to adjustment as provided in the Notes, in 176,376 shares of Common Stock acquired by NRC LO in connection with a rebalancing transaction by Northern Right Capital Management, L.P. whereby Northern Right Capital (QP), L.P. ("Northern Right QP") transferred such Notes to NRC LO. |
| Remarks: |
| The Reporting Persons are jointly filing this Form 3. |
| Northern Right Long Only Master Fund LP, By: Northern Right Fund GP LLC, its general partner, By: /s/ Richard Billig, attorney-in-fact for authorized signatory | 04/04/2025 | |
| Northern Right Fund GP LLC, By: /s/ Richard Billig, attorney-in-fact for authorized signatory | 04/04/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||