Northern Right Long Only Master Fund LP - 13 Jan 2025 Form 3/A - Amendment Insider Report for Great Elm Group, Inc. (GEG)

Role
Member of 13D 10% Group
Signature
Northern Right Long Only Master Fund LP, By: Northern Right Fund GP LLC, its general partner, By: /s/ Richard Billig, attorney-in-fact for authorized signatory
Issuer symbol
GEG
Transactions as of
13 Jan 2025
Net transactions value
$0
Form type
3/A - Amendment
Filing time
04 Apr 2025, 16:05:17 UTC
Date Of Original Report
23 Jan 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding GEG Common Stock 409,577 13 Jan 2025 See Footnote F1, F2

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 13 Jan 2025 Common Stock 176,376 $3.47 See Footnote F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), acquired by Northern Right Long Only Master Fund LP ("NRC LO") in connection with a rebalancing transaction by Northern Right Capital Management, L.P. whereby Northern Right Capital (QP), L.P. ("Northern Right QP") transferred 409,577 shares of Common Stock to NRC LO.
F2 As general partner of NRC LO, Northern Right Fund GP LLC ("NRC Fund GP") may be deemed to be the beneficial owner of the securities held by NRC LO. NRC Fund GP disclaims beneficial ownership of the securities reported herein that may be beneficially owned by NRC LO, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that NRC Fund GP 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.
F3 On January 13, 2025, NRC LO entered into a letter agreement (the "Forbearance Agreement") with the Issuer, Northern Right QP and Matthew A. Drapkin, pursuant to which NRC LO irrevocably agreed to forbear from exercising its rights to convert its 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") (and any additional Notes issued pursuant to the Notes) into Common Stock until January 13, 2026.
F4 Represents an aggregate principal amount of $612,413 of the Notes constituting a conversionary interest, subject to adjustment as provided in the Notes, in 176,376 shares of Common Stock acquired by NRC LO in connection with a rebalancing transaction by Northern Right Capital Management, L.P. whereby Northern Right Capital (QP), L.P. ("Northern Right QP") transferred such Notes to NRC LO.

Remarks:

The Reporting Persons are jointly filing this Form 3.