Matthew A. Drapkin - May 6, 2022 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: May 6, 2022
Transactions value $: $69,807
Form type: 4
Date filed: 5/10/2022, 09:18 PM
Previous filing: Mar 11, 2022
Next filing: May 27, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GEG	Common Stock	Award	$69.8K	+46.2K	+20.06%	$1.51	277K	May 6, 2022	Direct	F1, F2
holding	GEG	Common Stock						1.35M	May 6, 2022	See Footnote	F3, F6, F7
holding	GEG	Common Stock						44.3K	May 6, 2022	See Footnote	F4, F6, F7
holding	GEG	Common Stock						1.27M	May 6, 2022	See Footnote	F5, F6, F7

* 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 46,230 shares of restricted stock. 3,184 shares vested on May 6, 2022 with the balance to vest in equal quarterly installments on the end of each quarter beginning on June 30, 2022 through March 31, 2023. 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 shares and (b) termination of the Reporting Person's service as a member board of directors of GEG.
F2	Includes 132,472 Restricted Stock Units ("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 board of directors of GEG.
F3	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.
F4	Represents shares of common stock held directly by NRC Partners I, L.P. ("NRC Partners").
F5	Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP").
F6	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.
F7	(continued from footnote 6) The Reporting Person disclaims such beneficial ownership of the 2,620,291 shares of common stock indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein.