Jason Reese - May 11, 2023 Form 4 Insider Report for Great Elm Group, Inc. (GEG)

Signature
By: /s/ Jason Reese
Stock symbol
GEG
Transactions as of
May 11, 2023
Transactions value $
$0
Form type
4
Date filed
5/15/2023, 04:15 PM
Previous filing
Mar 20, 2023
Next filing
May 22, 2023

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 Stock Option (Right to Buy) Award $0 +2M $0.00 2M May 11, 2023 Common Stock 2M $2.05 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 11, 2023, the reporting person was granted an option (the "Option") to purchase up to 2,000,000 shares of common stock of the Issuer (the "Common Stock") as compensation for the reporting person's role as Chief Executive Officer of the Issuer. The Option will vest and become exercisable in five equal installments on the first, second, third, fourth and fifth anniversaries of May 5, 2023, subject to continued employment and subject to certain Stock Price Vesting Triggers (each, a "Stock Price Vesting Trigger") as set forth below. For each of the five annual vesting tranches, the Stock Price Vesting Trigger will be deemed achieved as of the first date following May 11, 2023 that the 30 calendar-day trailing average of the trading price of the Common Stock (as measured by the volume-weighted average price) equals or exceeds:
F2 (Continued from footnote 1) (i) $4.07 for the first tranche, (ii) $6.00 for the second tranche, (iii) $8.00 for the third tranche, (iv) $10.00 for the fourth tranche and (v) $12.00 for the fifth tranche.