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    Reese Jason W. bought $230,400 worth of shares (120,000 units at $1.92) and bought $8,139 worth of shares (4,090 units at $1.99) (SEC Form 4)

    2/29/24 8:36:45 PM ET
    $GEG
    Computer Software: Prepackaged Software
    Technology
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    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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    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*
    Reese Jason W.

    (Last) (First) (Middle)
    C/O IMPERIAL CAPITAL ASSET MANAGEMENT
    3801 PGA BOULEVARD, SUITE 603

    (Street)
    PALM BEACH GARDENS FL 33410

    (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
    X Officer (give title below) Other (specify below)
    See remarks
    3. Date of Earliest Transaction (Month/Day/Year)
    02/27/2024
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    Form filed by One Reporting Person
    X 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)
    Code V Amount (A) or (D) Price
    Common stock, par value $0.01 per share ("Common Stock") 02/27/2024 P 120,000 A $1.92 6,280,346 I See Footnotes(1)(2)
    Common Stock 02/29/2024 P 4,090 A $1.99(3) 6,284,436 I See Footnotes(1)(2)(4)
    Common Stock 862,911(5) D
    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)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    1. Name and Address of Reporting Person*
    Reese Jason W.

    (Last) (First) (Middle)
    C/O IMPERIAL CAPITAL ASSET MANAGEMENT
    3801 PGA BOULEVARD, SUITE 603

    (Street)
    PALM BEACH GARDENS FL 33410

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    X Director X 10% Owner
    X Officer (give title below) Other (specify below)
    See remarks
    1. Name and Address of Reporting Person*
    Imperial Capital Asset Management, LLC

    (Last) (First) (Middle)
    3801 PGA BOULEVARD, SUITE 603

    (Street)
    PALM BEACH GARDENS FL 33410

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    Director X 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    LONG BALL PARTNERS LLC

    (Last) (First) (Middle)
    C/O IMPERIAL CAPITAL ASSET MANAGEMENT
    3801 PGA BOULEVARD, SUITE 603

    (Street)
    PALM BEACH GARDENS FL 33410

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    Director X 10% Owner
    Officer (give title below) Other (specify below)
    1. Name and Address of Reporting Person*
    Imperial Capital Group Holdings II, LLC

    (Last) (First) (Middle)
    3801 PGA BOULEVARD, SUITE 603

    (Street)
    PALM BEACH GARDENS FL 33410

    (City) (State) (Zip)

    Relationship of Reporting Person(s) to Issuer
    Director X 10% Owner
    Officer (give title below) Other (specify below)
    Explanation of Responses:
    1. This Common Stock is held directly by Long Ball Partners, LLC ("Long Ball"), Imperial Capital Asset Management, LLC ("ICAM") and Imperial Capital Group Holdings II, LLC ("ICGH2"). Mr. Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of ICAM, which is the managing member of and investment manager to Long Ball. Mr. Reese is one of the owners of Imperial Capital Group Holdings, LLC, which is the managing member of ICGH2. Mr. Reese has voting and dispositive power over the shares of Common Stock held directly by each of Long Ball, ICAM and ICGH2.
    2. Each of Mr. Reese, ICAM, Long Ball and ICGH2 disclaims beneficial ownership of the securities reported herein, except to the extent of that person's pecuniary interest.
    3. The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were purchased in multiple transactions at prices ranging from $1.95 to $2.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
    4. Consists of 4,914,452 shares held directly by Long Ball, 909,084 shares held directly by ICAM, and 460,900 shares held directly by ICGH2.
    5. Reflects shares directly beneficially owned by Mr. Reese.
    Remarks:
    Mr. Reese is a Chairman and Chief Executive Officer of the Issuer.
    Jason Reese, By: /s/ Jason Reese 02/29/2024
    Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO 02/29/2024
    Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO 02/29/2024
    Imperial Capital Group Holdings II, LLC, By: /s/ Jason Reese, its Authorized Signatory 02/29/2024
    ** 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.
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