Northern Right Capital Management, L.P. 4
4 · Great Elm Group, Inc. · Filed Jul 14, 2026
Research Summary
AI-generated summary of this filing
Great Elm (GEG) 10% Owner Northern Right Rebalances 7,887 Shares
What Happened
Northern Right Capital Management, L.P. (a reporting member of the Northern Right group and identified as a 10% owner) executed a rebalancing on July 10, 2026 that moved 7,887 shares of Great Elm Group (GEG) common stock at $2.18 per share (total $17,194) between affiliated entities (a disposition by Northern Right QP and an acquisition by Northern Right Long Only Master Fund). In the same rebalancing, Northern Right QP transferred convertible-note interests (5.0% Convertible Senior PIK Notes due 2030, aggregate principal $13,087) to the affiliated fund; those notes represent a conversionary interest equivalent to 13,087 shares of common stock. The parties also entered a forbearance agreement dated July 10, 2026 agreeing not to convert the Notes into common stock until July 15, 2027.
Key Details
- Transaction date: July 10, 2026. Share price for equity transfer: $2.18; 7,887 shares moved = $17,194.
- Derivative transfer: $13,087 principal of convertible PIK notes (conversionary interest = 13,087 shares) moved between affiliates.
- Beneficial ownership reported (per footnote): Northern Right QP — 1,654,444 shares; NRC LO — 625,034 shares; Managed Accounts — 1,963,690 shares.
- Nature: intra-group rebalancing between related funds (not an open-market buy/sell by an unrelated party).
- Forbearance: the parties agreed to forbear from converting the Notes until July 15, 2027.
- Filing timeliness: Transaction date 7/10/2026; Form 4 filed 7/14/2026 — this appears to be a late filing (after the typical 2-business-day Form 4 window).
Context
- This is institutional rebalancing by a 10% owner and affiliated funds, not a corporate officer trade — such transfers reflect internal allocation rather than a clear bullish/bearish signal.
- The derivative activity involved transferring conversion rights in convertible notes between affiliates; conversion is currently subject to the forbearance agreement, so no immediate share issuance will occur.
- The reporting group disclaims beneficial ownership of securities held by other entities except for any pecuniary interest, per the filing’s footnotes.
Insider Transaction Report
Form 4
Northern Right Capital Management, L.P.
10% OwnerOther
Transactions
- Other
Common Stock
[F1][F2][F3][F4]2026-07-10$2.18/sh−7,887$17,194→ 4,243,168 total(indirect: See Footnote) - Other
Common Stock
[F1][F2][F3][F4]2026-07-10$2.18/sh+7,887$17,194→ 4,243,168 total(indirect: See Footnote) - Other
5.0% Convertible Senior PIK Note due 2030
[F5][F6][F2][F3][F4]2026-07-10$100.00/sh(indirect: See Footnote)Exercise: $3.47From: 2027-07-15Exp: 2030-02-26→ Common Stock (3,769 underlying) - Other
5.0% Convertible Senior PIK Note due 2030
[F5][F6][F2][F3][F4]2026-07-10$100.00/sh(indirect: See Footnote)Exercise: $3.47From: 2027-07-15Exp: 2030-02-26→ Common Stock (3,769 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 7,887 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 1,654,444 shares of Common Stock. NRC LO beneficially owns and has the power to vote or to direct the vote of 625,034 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 $13,087 of 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") constituting a conversionary interest, subject to adjustment as provided in the Notes, in 13,087 shares of Common Stock to NRC LO.
- [F6]On July 10, 2026, Northern Right QP, NRC LO, and Matthew A. Drapkin entered into a letter agreement (the "Forbearance Agreement") with the Issuer, pursuant to which Northern Right QP, NRC LO, and Matt A. Drapkin, 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 July 15, 2027.