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*
Reese Jason W.

(Last) (First) (Middle)
C/O IMPERIAL CAPITAL ASSET MANAGEMENT
3801 PGA BOULEVARD, SUITE 603

(Street)
PALM BEACH GARDENS FL 33410

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Great Elm Group, Inc. [ GEG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/20/2022
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 $0.01 per share ("Common Stock") 09/20/2022 A 159,817(1) A $0.00 564,902(2) D(5)
Common Stock 09/21/2022 P(3) 6,089 A $2.05 4,822,472 I See Footnote(4)(5)
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*
Reese Jason W.

(Last) (First) (Middle)
C/O IMPERIAL CAPITAL ASSET MANAGEMENT
3801 PGA BOULEVARD, SUITE 603

(Street)
PALM BEACH GARDENS FL 33410

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Imperial Capital Asset Management, LLC

(Last) (First) (Middle)
3801 PGA BOULEVARD, SUITE 603

(Street)
PALM BEACH GARDENS FL 33410

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

(Last) (First) (Middle)
C/O IMPERIAL CAPITAL ASSET MANAGEMENT
3801 PGA BOULEVARD, SUITE 603

(Street)
PALM BEACH GARDENS FL 33410

(City) (State) (Zip)
Explanation of Responses:
1. On September 20, 2022, Jason Reese was awarded 159,817 restricted stock units, 25% of which vested on the date of grant, and 25% of the units will vest on each of the next three anniversaries thereof.
2. Reflects shares directly beneficially owned by Mr. Reese.
3. This purchase was effected pursuant to a Rule 10b5-1 Trading Plan established by Long Ball Partners, LLC ("Long Ball") on June 15, 2022.
4. Consists of 3,452,488 shares held directly by Long Ball and 1,369,984 shares held directly by Imperial Capital Asset Management, LLC ("ICAM"). Mr. Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of ICAM, which is the managing member of and investment manager to Long Ball.
5. Each of Mr. Reese, ICAM and Long Ball disclaims beneficial ownership of the securities reported herein, except to the extent of that person's pecuniary interest.
Remarks:
Mr. Reese is a director and Executive Chairman of the Issuer.
Jason Reese, By: /s/ Jason Reese 09/22/2022
Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO 09/22/2022
Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO 09/22/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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