Sec Form 4 Filing - Reese Jason W. @ Great Elm Group, Inc. - 2023-01-05

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 Reese Jason W. 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 IMPERIAL CAPITAL ASSET MANAGEMENT, 3801 PGA BOULEVARD, SUITE 603 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2023 (Street) PALM BEACH GARDENS, FL33410 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 5,620,000 I See Footnotes( 1 )( 2 ) Common Stock 01/05/2023 A 29,412 A $ 0 594,314 D( 3 ) Common Stock 01/05/2023 A 135,747 A $ 0 730,061 D( 4 )

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 Reese Jason W. C/O IMPERIAL CAPITAL ASSET MANAGEMENT 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS, FL33410 X X Imperial Capital Asset Management, LLC 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS, FL33410 X LONG BALL PARTNERS LLC C/O IMPERIAL CAPITAL ASSET MANAGEMENT 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS, FL33410 X Signatures Long Ball Partners, LLCImperial Capital Asset Management, LLC, its Managing MemberBy: /s/ Jason W. ReeseName: Jason W. ReeseTitle: Chairman & CEO 01/09/2023 Signature of Reporting Person Date Imperial Capital Asset Management, LLCBy: /s/ Jason W. ReeseName: Jason W. ReeseTitle: Chairman & CEO 01/09/2023 Signature of Reporting Person Date By: /s/ Jason W. ReeseName: Jason W. Reese 01/09/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 4,250,016 shares held directly by Long Ball Partners, LLC ("Long Ball") and 1,369,984 shares held directly by Imperial Capital Asset Management, LLC ("ICAM"). Mr. Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of ICAM, which is the managing member of and investment manager to Long Ball. ( 2 )Each of Mr. Reese, ICAM and Long Ball disclaims beneficial ownership of the securities reported herein, except to the extent of that person's pecuniary interest. ( 3 )Mr. Reese was awarded 29,412 shares of restricted stock, which vest in equal monthly installments on the end of each month beginning on January 31, 2023 through December 31, 2023, contingent upon continued service as a member of the board of directors of Great Elm Group, Inc. ("GEG"). ( 4 )Mr. Reese was awarded 135,747 shares of restricted stock, which vest in equal quarterly installments on the end of each quarter beginning on March 31, 2023 through December 31, 2023, contingent upon continued service as a member of the board of directors of GEG.

Remarks: Mr. Reese is a director and Executive Chairman of the Issuer.

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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