4//SEC Filing
Northern Right Capital Management, L.P. 4
Accession 0001013594-25-000854
CIK 0001831096other
Filed
Jul 15, 8:00 PM ET
Accepted
Jul 16, 8:35 PM ET
Size
21.8 KB
Accession
0001013594-25-000854
Insider Transaction Report
Form 4
Transactions
- Other
Common Stock
2025-07-14$2.07/sh+207,570$429,691→ 4,243,168 total(indirect: See Footnote) - Other
5.0% Convertible Senior PIK Note due 2030
2025-07-14$100.00/sh(indirect: See Footnote)Exercise: $3.47From: 2026-07-15Exp: 2030-02-26→ Common Stock (94,415 underlying) - Other
5.0% Convertible Senior PIK Note due 2030
2025-07-14$100.00/sh(indirect: See Footnote)Exercise: $3.47From: 2026-07-15Exp: 2030-02-26→ Common Stock (94,415 underlying) - Other
Common Stock
2025-07-14$2.07/sh−207,570$429,691→ 4,243,168 total(indirect: See Footnote)
Transactions
- Other
Common Stock
2025-07-14$2.07/sh−207,570$429,691→ 4,243,168 total(indirect: See Footnote) - Other
5.0% Convertible Senior PIK Note due 2030
2025-07-14$100.00/sh(indirect: See Footnote)Exercise: $3.47From: 2026-07-15Exp: 2030-02-26→ Common Stock (94,415 underlying) - Other
5.0% Convertible Senior PIK Note due 2030
2025-07-14$100.00/sh(indirect: See Footnote)Exercise: $3.47From: 2026-07-15Exp: 2030-02-26→ Common Stock (94,415 underlying) - Other
Common Stock
2025-07-14$2.07/sh+207,570$429,691→ 4,243,168 total(indirect: See Footnote)
BC Advisors LLC
10% Owner
Transactions
- Other
Common Stock
2025-07-14$2.07/sh+207,570$429,691→ 4,243,168 total(indirect: See Footnote) - Other
Common Stock
2025-07-14$2.07/sh−207,570$429,691→ 4,243,168 total(indirect: See Footnote) - Other
5.0% Convertible Senior PIK Note due 2030
2025-07-14$100.00/sh(indirect: See Footnote)Exercise: $3.47From: 2026-07-15Exp: 2030-02-26→ Common Stock (94,415 underlying) - Other
5.0% Convertible Senior PIK Note due 2030
2025-07-14$100.00/sh(indirect: See Footnote)Exercise: $3.47From: 2026-07-15Exp: 2030-02-26→ Common Stock (94,415 underlying)
SRB Management, L.P.
10% OwnerOther
Transactions
- Other
Common Stock
2025-07-14$2.07/sh−207,570$429,691→ 4,243,168 total(indirect: See Footnote) - Other
5.0% Convertible Senior PIK Note due 2030
2025-07-14$100.00/sh(indirect: See Footnote)Exercise: $3.47From: 2026-07-15Exp: 2030-02-26→ Common Stock (94,415 underlying) - Other
Common Stock
2025-07-14$2.07/sh+207,570$429,691→ 4,243,168 total(indirect: See Footnote) - Other
5.0% Convertible Senior PIK Note due 2030
2025-07-14$100.00/sh(indirect: See Footnote)Exercise: $3.47From: 2026-07-15Exp: 2030-02-26→ Common Stock (94,415 underlying)
Transactions
- Other
Common Stock
2025-07-14$2.07/sh−207,570$429,691→ 4,243,168 total(indirect: See Footnote) - Other
Common Stock
2025-07-14$2.07/sh+207,570$429,691→ 4,243,168 total(indirect: See Footnote) - Other
5.0% Convertible Senior PIK Note due 2030
2025-07-14$100.00/sh(indirect: See Footnote)Exercise: $3.47From: 2026-07-15Exp: 2030-02-26→ Common Stock (94,415 underlying) - Other
5.0% Convertible Senior PIK Note due 2030
2025-07-14$100.00/sh(indirect: See Footnote)Exercise: $3.47From: 2026-07-15Exp: 2030-02-26→ Common Stock (94,415 underlying)
Footnotes (6)
- [F1]Represents a rebalancing transaction by Northern Right Management (as defined herein) whereby Northern Right Capital (QP), L.P. ("Northern Right QP") transferred 207,570 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), to Northern Right Long Only Master Fund LP ("NRC LO").
- [F2]Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,662,331 shares of Common Stock. NRC LO beneficially owns and has the power to vote or to direct the vote of 617,147 shares of Common Stock. Managed accounts (the "Managed Accounts"), on behalf of certain investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management"), beneficially own 1,963,690 shares of Common Stock.
- [F3]As general partner and investment manager of Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by Northern Right QP. As general partner of NRC LO, Northern Right Fund GP LLC ("NRC Fund GP") may be deemed to be the beneficial owner of the securities held by NRC LO. As investment manager of NRC LO, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC LO. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As the general partner of Northern Right Management, BC Advisors, LLC may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management.
- [F4]Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein that may be beneficially owned by any of the other Reporting Persons, in each case, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F5]Represents a rebalancing transaction by Northern Right Management whereby Northern Right QP transferred an aggregate principal amount of $327,829 of 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") constituting a conversionary interest, subject to adjustment as provided in the Notes, in 94,415 shares of Common Stock to NRC LO.
- [F6]On December 6, 2024, Northern Right QP and Matt A. Drapkin entered into a letter agreement (the "Forbearance Agreement") with the Issuer, pursuant to which they irrevocably agreed to forbear from exercising its rights to convert the Notes (and any additional Notes issued pursuant to the Notes) into Common Stock until December 5, 2025. On January 13, 2025, Northern Right QP, NRC LO and Matt A. Drapkin entered into an amendment to the Forbearance Agreement with the Issuer, which added NRC LO as a party thereto and extended the forbearance period until January 13, 2026. On July 15, 2025, the parties to the Forbearance Agreement entered into an amendment thereto which, among other things, extend the forbearance period until July 15, 2026.
Documents
Issuer
Great Elm Group, Inc.
CIK 0001831096
Entity typeother
IncorporatedTX
Related Parties
1- filerCIK 0001346543
Filing Metadata
- Form type
- 4
- Filed
- Jul 15, 8:00 PM ET
- Accepted
- Jul 16, 8:35 PM ET
- Size
- 21.8 KB