Sec Form 4 Filing - Drapkin Matthew A @ Great Elm Group, Inc. - 2021-06-30

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 Drapkin Matthew A 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NORTHERN RIGHT CAPITAL MANAGEMENT,, L.P., 9 OLD KINGS HWY S., 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2021 (Street) DARIEN, CT06820 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 06/30/2021 A 9,444 A $ 0 139,734 D ( 1 ) ( 3 ) Common Stock 07/01/2021 A 17,932 A $ 0 157,666 D ( 2 ) ( 3 ) Common Stock 1,290,359 ( 4 ) I See Footnote ( 7 ) ( 8 ) Common Stock 33,687 ( 5 ) I See Footnote ( 7 ) ( 8 ) Common Stock 1,243,038 ( 6 ) I See Footnote ( 7 ) ( 8 )

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 Di sposed 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 Drapkin Matthew A C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN, CT06820 X X Signatures /s/ Adam M. Kleinman, attorney-in-fact 07/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person was awarded 9,444 restricted stock units ("RSUs") that fully vested on the grant date, June 30, 2021. The Reporting Person has elected to defer delivery of the shares, pursuant to a pre-established deferral election. The shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of the RSUs and (b) termination of the Reporting Person's service as a member board of directors of the Great Elm Group, Inc. (the "Company"). ( 2 )The Reporting Person was awarded 17,932 RSUs, 50% of which vest on September 30, 2021, and the remainder of which vest on December 31, 2021, contingent upon continued service as a member of the Company's board of directors. The Reporting Person has elected to defer delivery of the shares, pursuant to a pre-established deferral election. The shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of the RSUs and (b) termination of the Reporting Person's service as a member of the Company's board of directors. ( 3 )Includes 32,281 RSUs previously reported and that were deferred pursuant to a pre-established deferral election. The shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of the RSUs and (b) termination of the Reporting Person's service as a member of the Company's board of directors. ( 4 )Represents shares of common stock purchased by Northern Right Capital Management, L.P., a Texas limited partnership ("Northern Right Management"), on behalf of a separate managed account on behalf of an investment advisory client (the "Managed Account") pursuant to the exercise of a warrant issued by Forest Investments, Inc., a Delaware corporation formerly known as Great Elm Capital Group, Inc., to Northern Right Management on September 18, 2017. ( 5 )Represents shares of common stock held directly by NRC Partners I, L.P. ("NRC Partners"). ( 6 )Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP"). ( 7 )As general partner and investment manager of NRC Partners and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the shares of common stock held by NRC Partners and Northern Right QP. As the investment manager of the Managed Account, Northern Right Management may also be deemed to be the beneficial owner of the shares of common stock held by the Managed Account. As general partner of Northern Right Management, BC Advisors, LLC, a Texas limited liability company ("BCA") may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by Northern Right Management. As the managing member of BCA, the Reporting Person may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by BCA. ( 8 )(continued from footnote 7) The Reporting Person disclaims such beneficial ownership of the 2,533,397 shares of common stock indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein.

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).

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