SEC Form SC 13G/A filed by Great Elm Group Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Great Elm Group, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
39037G109
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
| 1. |
Names of Reporting Persons
PC Elfun LLC |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,047,108(1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
3,047,108(1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,047,108(1) |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented By Amount in Row (9)
8.90%(2) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Represents 3,047,108 shares of common stock issuable upon the conversion of 5.00% convertible senior PIK notes due 2030 of the Issuer (the “Convertible Notes”). |
| (2) | Calculated based upon an aggregate of (i) 31,174,605 shares of common stock outstanding as of November 1, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023, as increased by (ii) 3,047,108 shares of common stock issuable upon the conversion of the Convertible Notes. |
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| 1. |
Names of Reporting Persons
Pine Crest Capital LLC |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Delaware |
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,047,108(1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
3,047,108(1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,047,108(1) |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented By Amount in Row (9)
8.90%(2) |
| 12. |
Type of Reporting Person (See Instructions)
OO |
| (1) | Represents 3,047,108 shares of common stock issuable upon the conversion of the Convertible Notes. |
| (2) | Calculated based upon an aggregate of (i) 31,174,605 shares of common stock outstanding as of November 1, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023, as increased by (ii) 3,047,108 shares of common stock issuable upon the conversion of the Convertible Notes. |
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| 1. |
Names of Reporting Persons
Michael Hughes |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
U.S. |
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,047,108(1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
3,047,108(1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,047,108(1) |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented By Amount in Row (9)
8.90%(2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | Represents 3,047,108 shares of common stock issuable upon the conversion of the Convertible Notes. |
| (2) | Calculated based upon an aggregate of (i) 31,174,605 shares of common stock outstanding as of November 1, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023, as increased by (ii) 3,047,108 shares of common stock issuable upon the conversion of the Convertible Notes. |
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| 1. |
Names of Reporting Persons
Daniel J. Hopkins |
| 2. |
Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. |
Citizenship or Place of Organization
U.S. |
|
Number of Shares Beneficially Owned By Each Reporting Person With |
5. |
Sole Voting Power
0 |
| 6. |
Shared Voting Power
3,047,108(1) | |
| 7. |
Sole Dispositive Power
0 | |
| 8. |
Shared Dispositive Power
3,047,108(1) |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,047,108(1) |
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
|
| 11. |
Percent of Class Represented By Amount in Row (9)
8.90%(2) |
| 12. |
Type of Reporting Person (See Instructions)
IN |
| (1) | Represents 3,047,108 shares of common stock issuable upon the conversion of the Convertible Notes. |
| (2) | Calculated based upon an aggregate of (i) 31,174,605 shares of common stock outstanding as of November 1, 2023, as reported on the Issuer’s Form 10-Q, filed on November 8, 2023, as increased by (ii) 3,047,108 shares of common stock issuable upon the conversion of the Convertible Notes. |
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| Item 1(a). | Name of Issuer |
| The name of the issuer is Great Elm Group, Inc. (the “Issuer”) | |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
| The Company’s principal executive offices are located at 800 South Street, Suite 230, Waltham, MA 02453 | |
| Item 2(a). | Names of Persons Filing |
| This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act, all of whom together are referred to herein as the “Reporting Persons”: | |
| (i) PC Elfun LLC | |
| (ii) Pine Crest Capital LLC | |
| (iii) Michael Hughes | |
| (iv) Daniel J. Hopkins | |
| Item 2(b)/(c). | Citizenship & Address of the Principal Business Office, or if none, Residence: |
| The address of the Reporting Persons is: 3547 53rd Avenue West, #220, Bradenton, FL 34210. | |
| PC Elfun LLC and Pine Crest Capital LLC are limited liability companies formed in Delaware. | |
| Michael Hughes is a citizen of the United States. | |
| Daniel J. Hopkins is a citizen of the United States. | |
| Item 2(d). | Title of Class of Securities |
| Common Stock, $0.001 par value per share (the “Common Stock”) | |
| Item 2(e). | CUSIP Number |
| 39037G109 | |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
| Not Applicable. | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned: | |
| See responses to Item 9 on each cover page. | ||
| (b) | Percent of Class: | |
| See responses to Item 11 on each cover page. | ||
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: | |
| See responses to Item 5 on each cover page. |
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| (ii) | Shared power to vote or to direct the vote: | |
| See responses to Item 6 on each cover page. | ||
| (iii) | Sole power to dispose or to direct the disposition of: | |
| See responses to Item 7 on each cover page. | ||
| (iv) | Shared power to dispose or to direct the disposition of: | |
| See responses to Item 8 on each cover page. |
| The Reporting Persons are entitled from time to time at their option to convert the Convertible Notes into shares of Common Stock at a conversion rate of $3.4722 per share. As of December 31, 2023, PC Elfun LLC directly held $10,580,168 of Convertible Notes convertible into an aggregate of 3,047,108 shares of Common Stock of the Issuer, or 8.90% of the outstanding shares of Common Stock of the Issuer, assuming the exchange of all Convertible Notes held by PC Elfun LLC into shares of Common Stock, in accordance with Rule 13d-3 of the Act. | |
| PC Elfun LLC is managed by Pine Crest Capital LLC, which is jointly owned by Michael Hughes and Daniel J. Hopkins. Pine Crest Capital LLC, Michael Hughes and Daniel J. Hopkins each may be deemed to beneficially own the Convertible Notes owned by PC Elfun LLC, but disclaim such beneficial ownership. The Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G. | |
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not applicable. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
| Not Applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable. | |
| Item 10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
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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.
Dated: February 7, 2024
| PC ELFUN LLC | ||
By: |
/s/ Daniel J. Hopkins | |
| Name: | Daniel J. Hopkins | |
| Title: | Manager | |
| PINE CREST CAPITAL LLC | ||
By: |
/s/ Daniel J. Hopkins | |
| Name: | Daniel J. Hopkins | |
| Title: | Manager | |
| /s/ Michael Hughes | ||
| Name: Michael Hughes, individually | ||
| /s/ Daniel J. Hopkins | ||
| Name: Daniel J. Hopkins, individually | ||
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EXHIBIT LIST
| Exhibit 1 | Joint Filing Agreement, dated as of February 8, 2022, incorporated by reference to the Schedule 13G/A filed by the Reporting Persons on February 9, 2022. |
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