SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Drapkin Matthew A

(Last)

(First)

(Middle)

C/O NORTHERN RIGHT CAPITAL MANAGEMENT,

L.P., 9 OLD KINGS HWY S., 4TH FLOOR

(Street)

DARIEN

06820

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Great Elm Group, Inc. [ GEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,279,478	I⁽¹⁾	See Footnote⁽³⁾⁽⁴⁾
Common Stock								1,913,690	I⁽²⁾	See Footnote⁽³⁾⁽⁴⁾
Common Stock	01/03/2024		A		34,759	A	$0	459,930	D⁽⁵⁾
Common Stock	01/03/2024		A		80,214	A	$0	540,144	D⁽⁶⁾
Common Stock	01/03/2024		A		34,759	A	$0	574,903	D⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP").

2. Represents shares of common stock purchased by managed accounts (the "Managed Accounts") on behalf of certain investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management").

3. As general partner and investment manager of Northern Right QP, Northern Right Capital Management, L.P. ("Northern Right Management") may be deemed to be the beneficial owner of the shares of common stock held by Northern Right QP. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the shares of common stock held by the Managed Accounts. As general partner of Northern Right Management, BC Advisors, LLC, a Texas limited liability company ("BCA"), may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by Northern Right Management. As the managing member of BCA, the Reporting Person may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by BCA.

4. (continued from footnote 3) The Reporting Person disclaims such beneficial ownership of the shares of common stock indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein.

5. The Reporting Person was awarded 34,759 shares of restricted stock, which vest in equal monthly installments on the end of each month beginning on January 31, 2024 through December 31, 2024, contingent upon continued service as a member of the board of directors of Great Elm Group, Inc. ("GEG").

6. The Reporting Person was awarded 80,214 shares of restricted stock, which vest in equal quarterly installments on the end of each quarter beginning on March 31, 2024 through December 31, 2024, contingent upon continued service as a member of the board of directors of GEG.

7. The Reporting Person was awarded 34,759 shares of restricted stock, which vest in equal quarterly installments on the end of each quarter beginning on March 31, 2024 through December 31, 2024, contingent upon continued service as a member of the board of directors of Great Elm Capital Corp.

	/s/ Adam M. Kleinman, attorney-in-fact	01/04/2024
	** 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 4 (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.

Drapkin Matthew A was granted 149,732 shares (SEC Form 4)