Great Elm Group, Inc. — Director's Dealing 2024

Dec 11, 2024

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Great Elm Group, Inc. (GEG)
CIK: 0001831096
Period of Report: 2024-11-30

Reporting Person: ICAM Holdings, LLC (N/A)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock, par value $0.001 per share ("Common Stock")	5918746	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
5.0% Convertible Senior PIK Note due 2030	$3.4722	2030-02-26	Common Stock (2284456)		Indirect

Footnotes

F1: These securities are held directly by Long Ball Partners, LLC ("Long Ball") and ICAM Holdings, LLC ("ICAM Holdings"). Jason Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of ICAM Holdings, which is the managing member of Long Ball. Mr. Reese separately made a Form 3 filing with respect to the Issuer's predecessor on March 6, 2020. ICAM Holdings may be deemed to be the beneficial owner of the securities directly held by Long Ball.

F2: Consists of 5,009,662 shares held directly by Long Ball and 909,084 shares held directly by ICAM Holdings.

F3: ICAM Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest.

F4: Subject to the Forbearance Agreement discussed in note (5) below, Long Ball has the right, at its option, to convert all or any portion of its $7,932,105 5.0% Convertible Senior PIK Notes due 2030 (including interest paid in the form of PIK Notes) issued by the Issuer (the "Notes") at any time prior to the close of business on the second business day immediately preceding the maturity date of the Notes into Common Stock the Issuer at an initial conversation rate of 288.0018 shares of Common Stock per $1,000 principal amount and an initial conversion price of $3.4722 per share (subject to, and in accordance with, the terms of the Notes).

F5: Long Ball entered into a letter agreement (the "Forbearance Agreement") with the Issuer, pursuant to which Long Ball irrevocably agreed to forbear from exercising its right to convert the Notes (and any additional notes issued pursuant to the Notes) into Common Stock until November 10, 2025. The Forbearance Agreement may only be amended or terminated by a written amendment, fully executed and delivered by Long Ball with no less than 61 days' prior written notice to the Issuer.