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

Apr 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Great Elm Group, Inc. (GEG)
CIK: 0001831096
Period of Report: 2021-03-31

Reporting Person: Drapkin Matthew A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-31	Common Stock	A	8709	—	Acquired	130290	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1266000	Indirect
Common Stock	1136792	Indirect

Footnotes

F1: The Reporting Person was awarded 8,709 restricted stock units ("RSUs") that fully vested on the grant date, March 31, 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 of the Company's board of directors.

F2: Includes 23,572 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.

F3: 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.

F4: Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP").

F5: As general partner and investment manager of Northern Right QP, 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 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, Mr. Drapkin may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by BCA. Mr. Drapkin disclaims such beneficial ownership of the 2,402,792 shares of common stock indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein.