ICAM Holdings, LLC - Nov 30, 2024 Form 3 Insider Report for Great Elm Group, Inc. (GEG)

Role: Member of 10% owner group
Signature: ICAM Holdings, LLC, By: /s/ Jason Reese, Jason Reese, Chairman & CEO
Stock symbol: GEG
Transactions as of: Nov 30, 2024
Transactions value $: $0
Form type: 3
Date filed: 12/10/2024, 06:41 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	GEG	Common stock, par value $0.001 per share ("Common Stock")						5.92M	Nov 30, 2024	See Footnotes	F1, F2, F3

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
holding	GEG	5.0% Convertible Senior PIK Note due 2030							Nov 30, 2024	Common Stock	2.28M	$3.47	See Footnotes	F1, F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.