X0206 3 2020-02-26 0 0001082506 Great Elm Capital Group, Inc. GEC 0001346543 Northern Right Capital Management, L.P. 9 OLD KINGS HWY S., 4TH FLOOR DARIEN CT 06820 0 0 1 1 Member of 13D 10% Group 0001763594 NRC Partners I, LP C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN CT 06820 0 0 1 0 0001451722 Northern Right Capital (QP), L.P. C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN CT 06820 0 0 1 0 0001349003 BC Advisors LLC C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN CT 06820 0 0 1 0 Common Stock 2402792 I See Footnote 5.0% Convertible Senior PIK Note due 2030 3.4722 2020-02-26 2030-02-26 Common Stock 936005 I See Footnote 5.0% Convertible Senior PIK Note due 2030 3.4722 2020-02-26 2030-02-26 Common Stock 432002 I See Footnote 5.0% Convertible Senior PIK Note due 2030 3.4722 2020-02-26 2030-02-26 Common Stock 288001 I See Footnote Northern Right Capital (QP), L.P. ("Northern Right QP") beneficially owns and has the power to vote or to direct the vote of 1,136,792 shares of common stock of Great Elm Capital Group, Inc. ("GEC"). A managed account (the "Account") on behalf of an investment advisory client of Northern Right Capital Management, L.P. ("Northern Right Management") beneficially owns 1,266,000 shares of common stock of GEC. Represents 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") of GEC purchased by certain investment advisory clients (collectively, the "Managed Accounts") of Northern Right Management. Northern Right Management acts as investment manager for the Managed Accounts. Represents Notes purchased by NRC Partners I, L.P. ("NRC Partners"). Represents Notes purchased by Northern Right QP. 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 securities held by NRC Partners and Northern Right QP. As the investment manager of the Account and the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by such accounts. As general partner of Northern Right Management, BC Advisors, LLC ("BCA") may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management. 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, (continued from footnote 5) 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. The Reporting Persons are jointly filing this Form 3. Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2020-03-02 NRC Partners I, LP, By: Northern Right Capital Management, L.P., its general partner By: BC Advisors, LLC, its general partner By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2020-03-02 Northern Right Capital QP, LP, By: Northern Right Capital Management, L.P., its general partner By: BC Advisors, LLC, its general partner By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2020-03-02 BC Advisors, LLC, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2020-03-02