Matthew A. Drapkin - Jun 30, 2021 Form 4 Insider Report for Great Elm Group, Inc. (GEG)

Role: Director, 10%+ Owner
Signature: /s/ Adam M. Kleinman, attorney-in-fact
Stock symbol: GEG
Transactions as of: Jun 30, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/2/2021, 05:28 PM
Previous filing: May 20, 2021
Next filing: Jan 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GEG	Common Stock	Award	$0	+9.44K	+7.25%	$0.00	140K	Jun 30, 2021	Direct	F1, F3
transaction	GEG	Common Stock	Award	$0	+17.9K	+12.83%	$0.00	158K	Jul 1, 2021	Direct	F2, F3
holding	GEG	Common Stock						1.29M	Jun 30, 2021	See Footnote	F4, F7, F8
holding	GEG	Common Stock						33.7K	Jun 30, 2021	See Footnote	F5, F7, F8
holding	GEG	Common Stock						1.24M	Jun 30, 2021	See Footnote	F6, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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").
F2	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.
F3	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.
F4	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.
F5	Represents shares of common stock held directly by NRC Partners I, L.P. ("NRC Partners").
F6	Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP").
F7	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.
F8	(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.