Northern Right Capital Management, L.P. - Jul 14, 2025 Form 4 Insider Report for Great Elm Group, Inc. (GEG)

Role
10%+ Owner
Signature
Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Richard Billig, attorney-in-fact for authorized signatory
Stock symbol
GEG
Transactions as of
Jul 14, 2025
Transactions value $
$0
Form type
4
Date filed
7/16/2025, 08:35 PM
Previous filing
Apr 4, 2025

Reporting Owners (5)

Name Relationship Address Signature Signature date CIK
Northern Right Capital Management, L.P. 10%+ Owner 9 OLD KINGS HWY. S., 4TH FLOOR, DARIEN Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Richard Billig, attorney-in-fact for authorized signatory 2025-07-16 0001346543
Northern Right Capital (QP), L.P. 10%+ Owner 9 OLD KINGS HWY. S., 4TH FLOOR, DARIEN Northern Right Capital (QP), L.P. By: Northern Right Capital Management, L.P., its general partner By: BC Advisors, LLC, its general partner By: /s/ Richard Billig, attorney-in-fact for authorized signatory 2025-07-16 0001451722
BC Advisors LLC 10%+ Owner 9 OLD KINGS HWY. SOUTH, 4TH FLOOR, DARIEN 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 2025-07-16 0001349003
Northern Right Fund GP LLC 10%+ Owner 9 OLD KINGS HWY S., 4TH FLOOR, DARIEN Northern Right Fund GP LLC, By: /s/ Richard Billig, attorney-in-fact for authorized signatory 2025-07-16 0002053060
Northern Right Long Only Master Fund LP 10%+ Owner C/O WALKERS CORPORATE LIMITED, 190 ELGIN AVENUE, GEORGE TOWN, CAYMAN ISLANDS BC Advisors, LLC By: /s/ Richard Billig, attorney-in-fact for authorized signatory 2025-07-16 0002052537

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction GEG Common Stock Other -$430K -208K -4.66% $2.07 4.24M Jul 14, 2025 See Footnote F1, F2, F3, F4
transaction GEG Common Stock Other $430K +208K +5.14% $2.07 4.24M Jul 14, 2025 See Footnote F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction GEG 5.0% Convertible Senior PIK Note due 2030 Other -$328K $7.49M Jul 14, 2025 Common Stock 94.4K $3.47 See Footnote F2, F3, F4, F5, F6
transaction GEG 5.0% Convertible Senior PIK Note due 2030 Other $328K $7.49M Jul 14, 2025 Common Stock 94.4K $3.47 See Footnote F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a rebalancing transaction by Northern Right Management (as defined herein) whereby Northern Right Capital (QP), L.P. ("Northern Right QP") transferred 207,570 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), to Northern Right Long Only Master Fund LP ("NRC LO").
F2 Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,662,331 shares of Common Stock. NRC LO beneficially owns and has the power to vote or to direct the vote of 617,147 shares of Common Stock. Managed accounts (the "Managed Accounts"), on behalf of certain investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management"), beneficially own 1,963,690 shares of Common Stock.
F3 As general partner and investment manager of Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by Northern Right QP. 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. As investment manager of NRC LO, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC LO. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As the general partner of Northern Right Management, BC Advisors, LLC may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management.
F4 Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein that may be beneficially owned by any of the other Reporting Persons, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person 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.
F5 Represents a rebalancing transaction by Northern Right Management whereby Northern Right QP transferred an aggregate principal amount of $327,829 of 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") constituting a conversionary interest, subject to adjustment as provided in the Notes, in 94,415 shares of Common Stock to NRC LO.
F6 On December 6, 2024, Northern Right QP and Matt A. Drapkin entered into a letter agreement (the "Forbearance Agreement") with the Issuer, pursuant to which they irrevocably agreed to forbear from exercising its rights to convert the Notes (and any additional Notes issued pursuant to the Notes) into Common Stock until December 5, 2025. On January 13, 2025, Northern Right QP, NRC LO and Matt A. Drapkin entered into an amendment to the Forbearance Agreement with the Issuer, which added NRC LO as a party thereto and extended the forbearance period until January 13, 2026. On July 15, 2025, the parties to the Forbearance Agreement entered into an amendment thereto which, among other things, extend the forbearance period until July 15, 2026.

Remarks:

The Reporting Persons are jointly filing this Form 4.