SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Imperial Capital Asset Management, LLC

(Last) (First) (Middle)
10100 SANTA MONICA BLVD., SUITE 2400

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Great Elm Capital Group, Inc. [ GEC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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, par value $0.001 per share 05/29/2020 P 5,000 A $2.3478(1) 2,329,312 I See footnote(2)
Common stock, par value $0.001 per share 36,517 I See footnote(3)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
1. Name and Address of Reporting Person*
Imperial Capital Asset Management, LLC

(Last) (First) (Middle)
10100 SANTA MONICA BLVD., SUITE 2400

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LONG BALL PARTNERS LLC

(Last) (First) (Middle)
C/O IMPERIAL CAPITAL ASSET MANAGEMENT
10100 SANTA MONICA BLVD., SUITE 2400

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Reese Jason W.

(Last) (First) (Middle)
C/O IMPERIAL CAPITAL ASSET MANAGEMENT
10100 SANTA MONICA BLVD., SUITE 2400

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.25 to $2.38, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
2. The Common Stock is held directly by Long Ball Partners, LLC ("Long Ball"). Jason Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of Imperial Capital Asset Management, LLC ("ICAM"), which is the managing member and investment manager to Long Ball. Each of Mr. Reese and ICAM disclaims beneficial ownership of the securities held by Long Ball except to the extent of that person's pecuniary interest therein.
3. Mr. Reese was awarded 36,517 restricted shares that vest commencing April 10, 2020, with 3,502 shares vesting immediately and of the remaining amount, one-twelfth vesting each monthly anniversary of such date, contingent upon continued service as a member of the board of directors of Great Elm Capital Group, Inc. Each of Long Ball and ICAM disclaims beneficial ownership of the securities held by Mr. Reese.
Remarks:
Mr. Reese is a director and Executive Co-Chairman of the Issuer. The Reporting Persons are jointly filing this Form 4.
Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO 06/01/2020
Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO 06/01/2020
Jason Reese, /s/ Jason Reese 06/01/2020
** Signature of Reporting Person Date
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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