Sec Form 4 Filing - Northern Right Capital Management, L.P. @ Great Elm Group, Inc. - 2023-03-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Northern Right Capital Management, L.P. 2. Issuer Name and Ticker or Trading Symbol Great Elm Group, Inc. [ GEG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 13D 10% Group (Last) (First) (Middle) 9 OLD KINGS HWY. S., 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2023 (Street) DARIEN, CT06820 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/01/2023 J 152,315 ( 1 ) A $ 0 3,580,128 I See Footnote ( 4 ) ( 5 ) ( 6 ) Common Stock 03/09/2023 P 28,613 ( 2 ) A $ 2.3107 3,608,741 I See Footnote ( 4 ) ( 5 ) ( 6 ) Common Stock 03/10/2023 P 16,816 ( 3 ) A $ 2.2369 3,625,557 I See Footnote ( 4 ) ( 5 ) ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct ( D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Northern Right Capital Management, L.P. 9 OLD KINGS HWY. S. 4TH FLOOR DARIEN, CT06820 X Member of 13D 10% Group Northern Right Capital (QP), L.P. C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN, CT06820 X BC Advisors LLC C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN, CT06820 X Signatures Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Adam Cina, attorney-in-fact for authorized signatory 03/13/2023 Signature of Reporting Person Date Northern Right Capital (QP), L.P., By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Adam Cina, attorney-in-fact for authorized signatory 03/13/2023 Signature of Reporting Person Date BC Advisors, LLC, By: /s/ Adam Cina, attorney-in-fact for authorized signatory 03/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Northern Right Capital Management, L.P. ("Northern Right Management") is the general partner and investment manager of NRC Partners I, LP ("NRC Partners I") and Northern Right Capital (QP), L.P. ("Northern Right QP"), and Northern Right QP acquired 152,315 shares of common stock of Great Elm Group, Inc. ("GEG") for no consideration upon a distribution by NRC Partners I. ( 2 )Represents 24,564 shares of common stock of GEG purchased by Northern Right QP and 4,049 shares of common stock of GEG purchased by managed accounts (the "Managed Accounts") on behalf of investment advisory clients of Northern Right Management. Northern Right Management acts as the investment manager for the Managed Accounts. ( 3 )Represents 14,437 shares of common stock of GEG purchased by Northern Right QP and 2,379 shares of common stock of GEG purchased by the Managed Accounts on behalf of investment advisory clients of Northern Right Management. Northern Right Management acts as the investment manager for the Managed Accounts. ( 4 )Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,794,232 shares of common stock of GEG. The Managed Accounts, on behalf of certain investment advisory clients of Northern Right Management, beneficially own 1,831,325 shares of common stock of GEG. ( 5 )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. ( 6 )(Continued from Footnote 5) 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.

Remarks: The Reporting Persons are jointly filing this Form 4.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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