Great Elm Group, Inc. — Director's Dealing 2021

Jul 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Great Elm Group, Inc. (GEG)
CIK: 0001831096
Period of Report: 2021-06-30

Reporting Person: Drapkin Matthew A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-30	Common Stock	A	9444	—	Acquired	139734	Direct
2021-07-01	Common Stock	A	17932	—	Acquired	157666	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1290359	Indirect
Common Stock	33687	Indirect
Common Stock	1243038	Indirect

Footnotes

F1: The Reporting Person was awarded 9,444 restricted stock units ("RSUs") that fully vested on the grant date, June 30, 2021. The Reporting Person has elected to defer delivery of the shares, pursuant to a pre-established deferral election. The shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of the RSUs and (b) termination of the Reporting Person's service as a member board of directors of the Great Elm Group, Inc. (the "Company").

F2: The Reporting Person was awarded 17,932 RSUs, 50% of which vest on September 30, 2021, and the remainder of which vest on December 31, 2021, contingent upon continued service as a member of the Company's board of directors. The Reporting Person has elected to defer delivery of the shares, pursuant to a pre-established deferral election. The shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of the RSUs and (b) termination of the Reporting Person's service as a member of the Company's board of directors.

F3: Includes 32,281 RSUs previously reported and that were deferred pursuant to a pre-established deferral election. The shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of the RSUs and (b) termination of the Reporting Person's service as a member of the Company's board of directors.

F4: Represents shares of common stock purchased by Northern Right Capital Management, L.P., a Texas limited partnership ("Northern Right Management"), on behalf of a separate managed account on behalf of an investment advisory client (the "Managed Account") pursuant to the exercise of a warrant issued by Forest Investments, Inc., a Delaware corporation formerly known as Great Elm Capital Group, Inc., to Northern Right Management on September 18, 2017.

F5: Represents shares of common stock held directly by NRC Partners I, L.P. ("NRC Partners").

F6: Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP").

F7: As general partner and investment manager of NRC Partners and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the shares of common stock held by NRC Partners and Northern Right QP. As the investment manager of the Managed Account, Northern Right Management may also be deemed to be the beneficial owner of the shares of common stock held by the Managed Account. 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.

F8: (continued from footnote 7) The Reporting Person disclaims such beneficial ownership of the 2,533,397 shares of common stock indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein.