Sec Form 13G Filing - PC Elfun LLC @ Great Elm Group, Inc.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

Great Elm Group, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

39037G109

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

39037G109

Names of Reporting Persons

PC Elfun LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,070,041.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,070,041.00

Aggregate Amount Beneficially Owned by Each Reporting Person

3,070,041.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Item 9 represents 3,070,041 shares of common stock issuable upon the conversion of 5.00% convertible senior PIK notes due 2030 of the Issuer (the "Convertible Notes") after giving effect to the 9.9% conversion cap set forth in the Letter Agreement, dated as of June 13, 2025, by and between PC Elfun LLC and the Issuer (the "Letter Agreement"). Item 11 is calculated based upon an aggregate of (i) 27,940,476 shares of common stock outstanding as of May 2, 2025, as reported on the Issuer's Form 10-Q, filed on May 7, 2025, as increased by (ii) 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.

SCHEDULE 13G

CUSIP No.

39037G109

Names of Reporting Persons

Pine Crest Capital LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,070,041.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,070,041.00

Aggregate Amount Beneficially Owned by Each Reporting Person

3,070,041.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.9 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Item 9 represents 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above. Item 11 is calculated based upon an aggregate of (i) 27,940,476 shares of common stock outstanding as of May 2, 2025, as reported on the Issuer's Form 10-Q, filed on May 7, 2025, as increased by (ii) 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.

SCHEDULE 13G

CUSIP No.

39037G109

Names of Reporting Persons

Michael Hughes

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,070,041.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,070,041.00

Aggregate Amount Beneficially Owned by Each Reporting Person

3,070,041.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.9 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

39037G109

Names of Reporting Persons

Daniel J. Hopkins

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,070,041.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,070,041.00

Aggregate Amount Beneficially Owned by Each Reporting Person

3,070,041.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

9.9 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Great Elm Group, Inc.

(b)

Address of issuer's principal executive offices:

The Company's principal executive offices are located at 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410.

Item 2.

(a)

Name of person filing:

This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons": (i) PC Elfun LLC (ii) Pine Crest Capital LLC (iii) Michael Hughes (iv) Daniel J. Hopkins

(b)

Address or principal business office or, if none, residence:

The address of the Reporting Persons is: 3547 53rd Avenue West, #220, Bradenton, FL 34210.

(c)

Citizenship:

PC Elfun LLC and Pine Crest Capital LLC are limited liability companies formed in Delaware. Michael Hughes is a citizen of the United States. Daniel J. Hopkins is a citizen of the United States.

(d)

Title of class of securities:

Common Stock, $0.001 par value per share

(e)

CUSIP No.:

39037G109

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

(b)

Percent of class:

See responses to Item 11 on each cover page. %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii) Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii) Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page. The Reporting Persons are entitled from time to time at their option to convert the Convertible Notes into shares of Common Stock at a conversion rate of $3.4722 per share. As of June 30, 2025, PC Elfun LLC directly held $11,393,685 of Convertible Notes convertible into an aggregate of 3,281,402 shares of Common Stock of the Issuer, or 10.5% of the outstanding shares of Common Stock of the Issuer, assuming the exchange of all Convertible Notes held by PC Elfun LLC into shares of Common Stock, in accordance with Rule 13d-3 of the Act. However, pursuant to the Letter Agreement, the Convertible Notes held by PC Elfun LLC are subject to a 9.9% conversion cap, and as a result, as of June 30, 2025, PC Elfun LLC was entitled to convert the Convertible Notes into a maximum of 3,070,041 shares of Common Stock of the Issuer. PC Elfun LLC is managed by Pine Crest Capital LLC, which is jointly owned by Michael Hughes and Daniel J. Hopkins. Pine Crest Capital LLC, Michael Hughes and Daniel J. Hopkins each may be deemed to beneficially own the Convertible Notes owned by PC Elfun LLC, but disclaim such beneficial ownership. The Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G.

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PC Elfun LLC

Signature:	/s/ Daniel J. Hopkins
Name/Title:	Daniel J. Hopkins/Manager of Pine Crest Capital LLC, the Manager of PC Elfun LLC
Date:	08/13/2025

Pine Crest Capital LLC

Signature:	/s/ Daniel J. Hopkins
Name/Title:	Daniel J. Hopkins/Manager
Date:	08/13/2025

Michael Hughes

Signature:	/s/ Michael Hughes
Name/Title:	Michael Hughes, individually
Date:	08/13/2025

Daniel J. Hopkins

Signature:	/s/ Daniel J. Hopkins
Name/Title:	Daniel J. Hopkins, individually
Date:	08/13/2025

Exhibit Information

Exhibit 1 Joint Filing Agreement, dated as of February 8, 2022, incorporated by reference to the Schedule 13G/A filed by the Reporting Persons on February 9, 2022.

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Sec Form 13G Filing - PC Elfun LLC filing for - 2025-08-13