Great Elm Group, Inc. — Director's Dealing 2025

Jan 16, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Great Elm Group, Inc. (GEG)
CIK: 0001831096
Period of Report: 2025-01-13

Reporting Person: Northern Right Capital Management, L.P. (N/A)
Reporting Person: Northern Right Capital (QP), L.P. (N/A)
Reporting Person: BC Advisors LLC (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-01-13	Common Stock	J	409577	—	Disposed	3833591	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-01-13	5.0% Convertible Senior PIK Note due 2030	$3.4722	J		Disposed	2030-02-26	Common Stock (176376)	Indirect

Footnotes

F1: Represents a transfer by Northern Right Capital (QP), L.P. ("Northern Right QP") for no consideration of 409,577 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"). NRC LO will be joining the "group," as such term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended, whose members include the Reporting Persons named herein.

F2: Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,869,901 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 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 transfer by Northern Right QP for no consideration of an aggregate principal amount of $612,413.00 of 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") constituting a conversionary interest, subject to adjustment as provided in the Notes, in 176,376 shares of Common Stock to NRC LO.

F6: On January 13, 2025, Northern Right QP entered into a letter agreement (the "Forbearance Agreement") with the Issuer, NRC LO and Matthew A. Drapkin, pursuant to which Northern Right QP 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 January 13, 2026.