Sec Form 4 Filing - Parmelee James P @ Great Elm Group, Inc. - 2021-03-19

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 Parmelee James 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) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GREAT ELM GROUP, INC., 800 SOUTH STREET, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2021 (Street) WALTHAM, MA02453 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/19/2021 A 7,706 A $ 0 81,927 D ( 1 ) Common Stock 03/19/2021 A 19,751 A $ 0 101,678 D ( 2 )

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 Parmelee James P C/O GREAT ELM GROUP, INC. 800 SOUTH STREET, SUITE 230 WALTHAM, MA02453 X Signatures /s/ Adam M. Kleinman, attorney-in-fact 03/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person was awarded 7,706 restricted stock units that fully vested on March 19, 2021. ( 2 )The Reporting Person was awarded 19,751 restricted stock units, one-tenth of which vested on March 19, 2021, and the remainder of which vest in equal monthly installments on the first of each month beginning April 1, 2021 through December 1, 2021, contingent upon continued service as a member of the board of directors of Great Elm Group, Inc. ("GEG").

Remarks: As of December 29, 2020, GEG became the successor issuer to, and parent holding company of, Forest Investments, Inc., a Delaware corporation ("Forest"), formerly known as Great Elm Capital Group, Inc., pursuant to a holding company reorganization in which all of Forest's outstanding shares were automatically converted into equivalent corresponding shares of GEG.

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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