Amendment: SEC Form SCHEDULE 13D/A filed by Great Elm Group Inc.
$GEG
Computer Software: Prepackaged Software
Technology
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
|
Great Elm Group, Inc. (Name of Issuer) |
Common Stock, $0.001 Par Value (Title of Class of Securities) |
39037G109 (CUSIP Number) |
Northern Right Capital Mgmt 9 Olk Kings Hwy S. 4th Floor, Darien, CT, 06820 203-883-9441 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 39037G109 |
| 1 |
Name of reporting person
Northern Right Capital Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,368,223.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
Note to Rows 7 and 9: Northern Right Management (as defined herein) may be deemed to beneficially own 3,088,745 shares of Common Stock (as defined herein) currently held by the Managed Accounts (as defined herein), including 1,125,055 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to the Managed Accounts in connection with the conversion of their PIK Notes (as defined herein), subject to adjustment as provided in the PIK Notes.
Note to Rows 8 and 10: Northern Right Management may be deemed to beneficially own 2,279,478 shares of Common Stock currently held by Northern Right QP (as defined herein) and NRC LO (as defined herein), not including 1,031,301 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to Northern Right QP and NRC LO in connection with the conversion of their PIK Notes, subject to adjustment as provided in the PIK Notes. Northern Right QP and NRC LO have agreed to forbear from exercising their right to convert their respective PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement (as defined herein).
SCHEDULE 13D
|
| CUSIP No. | 39037G109 |
| 1 |
Name of reporting person
Northern Right Capital (QP), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
TEXAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,662,331.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Rows 7 and 9: Northern Right QP is the sole owner of 1,662,331 shares of Common Stock, not including a conversionary interest in 756,125 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to Northern Right QP in connection with the conversion of its PIK Notes, subject to adjustment as provided in the PIK Notes. Northern Right QP has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.
SCHEDULE 13D
|
| CUSIP No. | 39037G109 |
| 1 |
Name of reporting person
Northern Right Long Only Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
617,147.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Rows 7 and 9: NRC LO is the sole owner of 617,147 shares of Common Stock, not including a conversionary interest in 275,176 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to NRC LO in connection with the conversion of its PIK Notes, subject to adjustment as provided in the PIK Notes. NRC LO has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.
SCHEDULE 13D
|
| CUSIP No. | 39037G109 |
| 1 |
Name of reporting person
Northern Right Fund GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
617,147.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Rows 8 and 10: NRC Fund GP (as defined herein) may be deemed to beneficially own 617,147 shares of Common Stock currently held by NRC LO, not including a conversionary interest in 275,176 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to NRC LO in connection with the conversion of its PIK Notes, subject to adjustment as provided in the PIK Notes. NRC LO has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.
SCHEDULE 13D
|
| CUSIP No. | 39037G109 |
| 1 |
Name of reporting person
BC Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,368,223.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
Note to Rows 8 and 10: BCA (as defined herein) may be deemed to beneficially own 5,368,223 shares of Common Stock currently held by Northern Right QP, NRC LO and the Managed Accounts, including 1,125,055 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to the Managed Accounts, and not including 1,031,301 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to Northern Right QP and NRC LO, in connection with the conversion of their PIK Notes, subject to adjustment as provided in the PIK Notes. Northern Right QP and NRC LO have agreed to forbear from exercising their right to convert their respective PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.
SCHEDULE 13D
|
| CUSIP No. | 39037G109 |
| 1 |
Name of reporting person
Drapkin Matthew A | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,058,509.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Rows 7 and 9: Mr. Drapkin is the sole owner of 690,286 shares of Common Stock. On January 3, 2025, Mr. Drapkin was awarded 153,846 restricted shares of Common Stock, which restricted shares have not been deferred. Of such additional restricted shares, 38,463 will remain unvested within 60 days of the date of this Statement, and 35,484 are currently unvested but will vest within 60 days of the date of this Statement. Mr. Drapkin also has a conversionary interest in 93,756 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to Mr. Drapkin in connection with the conversion of his PIK Notes, subject to adjustment as provided in the PIK Notes. Mr. Drapkin has agreed to forbear from exercising his right to convert his PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.
Note to Rows 8 and 10: Mr. Drapkin may be deemed to beneficially own 5,368,223 shares of Common Stock currently held by Northern Right QP, NRC LO and the Managed Accounts, including 1,125,055 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to the Managed Accounts, and not including 1,031,301 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to Northern Right QP and NRC LO, in connection with the conversion of their PIK Notes, subject to adjustment as provided in the PIK Notes. Northern Right QP and NRC LO have agreed to forbear from exercising their right to convert their respective PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 Par Value | |
| (b) | Name of Issuer:
Great Elm Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3801 PGA BOULEVARD, SUITE 603, PALM BEACH GARDENS,
FLORIDA
, 33410. | |
Item 1 Comment:
This Amendment No. 13 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on September 26, 2017, as amended on October 5, 2017, March 2, 2020, May 16, 2022, June 13, 2022, July 22, 2022, June 5, 2023, January 5, 2024, October 23, 2024, December 6, 2024, January 21, 2025, February 7, 2025 and July 17, 2025, on behalf of the Reporting Persons, with respect to the shares of common stock, $0.001 Par Value (the "Common Stock"), of Great Elm Group, Inc., a Delaware corporation (the "Issuer") (as amended, this "Statement"). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is amended and supplemented to add the following information for updating as of the date hereof:
As of August 29, 2025, the Reporting Persons may be deemed to beneficially own in the aggregate 6,058,509 shares of Common Stock, which represent approximately 17.6% of the outstanding shares of Common Stock, not including (a) 1,031,301 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to Northern Right QP and NRC LO, in connection with the conversion of their PIK Notes, subject to adjustment as provided in the PIK Notes, and (b) 38,463 restricted shares issued to Mr. Drapkin as consideration for his service on the boards of directors of the Issuer and Great Elm Capital Corp. that will remain unvested within 60 days of the date of this Statement.
The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 34,419,416 shares of Common Stock outstanding, which is derived by adding (i) 27,940,476 shares of Common Stock outstanding as of May 2, 2025, as reported in the Issuer's quarterly Report on Form 10-Q filed with the SEC on May 5, 2025, (ii) 1,353,885 shares of Common Stock issued on July 31, 2025, as reported in the Issuer's current report on Form 8-K filed with the SEC on July 31, 2025, (iii) 4,000,000 shares of Common Stock issued on August 27, 2025, as reported in the Issuer's current report on Form 8-K filed with the SEC on August 27, 2025, and (iv) the 1,125,055 shares of Common Stock that could be issued to the Reporting Persons in connection with the maximum conversion of the PIK Notes, subject to adjustment as provided in the PIK Notes and to the terms of the Forbearance Agreement. The number of outstanding shares described in the preceding sentence does not include the conversion of the PIK Notes held by the holders other than the Reporting Persons.
Northern Right QP beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) 1,662,331 shares of Common Stock (the "QP Shares"), not including 756,125 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to Northern Right QP in connection with the conversion of its PIK Notes, subject to adjustment as provided in the PIK Notes. In the aggregate, such shares represent approximately 4.8% of the outstanding shares of Common Stock. Northern Right QP has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.
NRC LO beneficially owns and has the power to vote or direct the vote of (and the power to dispose or direct the disposition of) 617,147 shares of Common Stock (the "LO Shares"), not including 275,176 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to NRC LO in connection with the conversion of its PIK Notes, subject to the adjustment as provided in the PIK Notes. In the aggregate, such shares represent approximately 1.8% of the outstanding shares of Common Stock. NRC LO has agreed to forbear from exercising its right to convert its PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement.
As general partner of Northern Right QP, Northern Right Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the QP Shares. Northern Right Management disclaims beneficial ownership of such shares. As investment manager of NRC LO, Northern Right Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the LO Shares. Northern Right Management disclaims beneficial ownership of such shares. As the investment manager of the Managed Accounts, Northern Right Management may be deemed to have the sole power to vote or direct the vote of (and the power to dispose or direct the disposition of) the 3,088,745 shares of the Common Stock held by the Managed Accounts, including 1,125,055 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to the Managed Accounts in connection with the conversion of their PIK Notes, subject to adjustment as provided in the PIK Notes. In the aggregate, such shares represent approximately 9.0% of the outstanding shares of Common Stock.
BCA, as general partner of Northern Right Management, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock beneficially owned (or deemed beneficially owned) by Northern Right Management, including 1,125,055 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to the Managed Accounts in connection with the conversion of their PIK Notes. BCA disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. In the aggregate, such shares represent approximately 15.6% of the outstanding shares of Common Stock.
NRC Fund GP, as general partner of NRC LO, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the LO Shares. NRC Fund GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. In the aggregate, such shares represent approximately 1.8% of the outstanding shares of Common Stock.
Mr. Drapkin beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) 690,286 shares of Common Stock, not including 93,756 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to Mr. Drapkin in connection with the conversion of his PIK Notes, subject to adjustment as provided in the PIK Notes. Mr. Drapkin has agreed to forbear from exercising his right to convert his PIK Notes until July 15, 2026 under the terms of the Forbearance Agreement. Mr. Drapkin, as managing member of NRC Fund GP and BCA, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock beneficially owned (or deemed beneficially owned) by NRC Fund GP or by BCA, including 1,125,055 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued in the aggregate to the Managed Accounts in connection with the conversion of their PIK Notes. Mr. Drapkin disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. In the aggregate, such shares represent approximately 17.6% of the outstanding shares of Common Stock.
On January 3, 2025, Mr. Drapkin was awarded 153,846 shares of restricted Common Stock pursuant to three separate grants under the 2016 Plan, which vest either in equal monthly installments or equal quarterly installments, as the case may be, through December 31, 2025, contingent upon Mr. Drapkin's continued service as a member of the board of directors of the Issuer. Of such restricted shares, 38,463 will remain unvested within 60 days of the date of this Statement, and 35,484 are currently unvested but will vest within 60 days of the date of this Statement.
As of the date hereof, no Reporting Person beneficially owns any shares of Common Stock other than those set forth in this Item 5. | |
| (b) | Item 5(b) is amended and supplemented to add the following information for updating as of the date hereof:
The disclosure set forth under Item 5(a) of this Amendment No. 13 is incorporated herein by reference. | |
| (c) | The Reporting Persons have not made any transactions in the securities of the Issuer since the last filing by the Reporting Persons on Schedule 13D. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|