0001013594-25-000854.txt : 20250716 0001013594-25-000854.hdr.sgml : 20250716 20250716203558 ACCESSION NUMBER: 0001013594-25-000854 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250714 FILED AS OF DATE: 20250716 DATE AS OF CHANGE: 20250716 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northern Right Capital Management, L.P. CENTRAL INDEX KEY: 0001346543 ORGANIZATION NAME: STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39832 FILM NUMBER: 251128669 BUSINESS ADDRESS: STREET 1: 9 OLD KINGS HWY. S. STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: (203) 951-6084 MAIL ADDRESS: STREET 1: 9 OLD KINGS HWY. S. STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 FORMER NAME: FORMER CONFORMED NAME: Becker Drapkin Management, L.P. DATE OF NAME CHANGE: 20100824 FORMER NAME: FORMER CONFORMED NAME: SRB Management, L.P. DATE OF NAME CHANGE: 20051209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC Advisors LLC CENTRAL INDEX KEY: 0001349003 ORGANIZATION NAME: STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39832 FILM NUMBER: 251128667 BUSINESS ADDRESS: STREET 1: 9 OLD KINGS HWY. SOUTH STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: 203-883-9441 MAIL ADDRESS: STREET 1: 9 OLD KINGS HWY. SOUTH STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northern Right Fund GP LLC CENTRAL INDEX KEY: 0002053060 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39832 FILM NUMBER: 251128666 BUSINESS ADDRESS: STREET 1: 9 OLD KINGS HWY S. STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: 203-883-9441 MAIL ADDRESS: STREET 1: 9 OLD KINGS HWY S. STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northern Right Capital (QP), L.P. CENTRAL INDEX KEY: 0001451722 ORGANIZATION NAME: STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39832 FILM NUMBER: 251128668 BUSINESS ADDRESS: STREET 1: 9 OLD KINGS HWY. S. STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: (203) 951-5440 MAIL ADDRESS: STREET 1: 9 OLD KINGS HWY. S. STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 FORMER NAME: FORMER CONFORMED NAME: BECKER DRAPKIN PARTNERS (QP), L.P. DATE OF NAME CHANGE: 20100820 FORMER NAME: FORMER CONFORMED NAME: SRB GREENWAY OPPORTUNITY FUND (QP) LP DATE OF NAME CHANGE: 20081209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northern Right Long Only Master Fund LP CENTRAL INDEX KEY: 0002052537 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39832 FILM NUMBER: 251128665 BUSINESS ADDRESS: STREET 1: 9 OLD KINGS HWY S. STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: 203-883-9441 MAIL ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9008 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Great Elm Group, Inc. CENTRAL INDEX KEY: 0001831096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology EIN: 853622015 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 3801 PGA BOULEVARD STREET 2: SUITE 603 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 BUSINESS PHONE: (617) 375-3006 MAIL ADDRESS: STREET 1: 3801 PGA BOULEVARD STREET 2: SUITE 603 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 4 1 form4.xml X0508 4 2025-07-14 0001831096 Great Elm Group, Inc. GEG 0001346543 Northern Right Capital Management, L.P. 9 OLD KINGS HWY. S. 4TH FLOOR DARIEN CT 06820 true 0001451722 Northern Right Capital (QP), L.P. 9 OLD KINGS HWY. S. 4TH FLOOR DARIEN CT 06820 true 0001349003 BC Advisors LLC 9 OLD KINGS HWY. SOUTH 4TH FLOOR DARIEN CT 06820 true 0002053060 Northern Right Fund GP LLC 9 OLD KINGS HWY S. 4TH FLOOR DARIEN CT 06820 true 0002052537 Northern Right Long Only Master Fund LP C/O WALKERS CORPORATE LIMITED 190 ELGIN AVENUE GEORGE TOWN E9 KY1-9008 CAYMAN ISLANDS true false Common Stock 2025-07-14 4 J 0 207570 2.0701 D 4243168 I See Footnote Common Stock 2025-07-14 4 J 0 207570 2.0701 A 4243168 I See Footnote 5.0% Convertible Senior PIK Note due 2030 3.4722 2025-07-14 4 J 0 327829 100 D 2026-07-15 2030-02-26 Common Stock 94415 7487304 I See Footnote 5.0% Convertible Senior PIK Note due 2030 3.4722 2025-07-14 4 J 0 327829 100 A 2026-07-15 2030-02-26 Common Stock 94415 7487304 I See Footnote 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"). 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. 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. 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. 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. 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. The Reporting Persons are jointly filing this Form 4. Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Richard Billig, attorney-in-fact for authorized signatory 2025-07-16 Northern Right Capital (QP), L.P. By: Northern Right Capital Management, L.P., its general partner By: BC Advisors, LLC, its general partner By: /s/ Richard Billig, attorney-in-fact for authorized signatory 2025-07-16 Northern Right Long Only Master Fund LP, By: Northern Right Fund GP LLC, its general partner, By: /s/ Richard Billig, attorney-in-fact for authorized signatory 04/04/2025 2025-07-16 Northern Right Fund GP LLC, By: /s/ Richard Billig, attorney-in-fact for authorized signatory 2025-07-16 BC Advisors, LLC By: /s/ Richard Billig, attorney-in-fact for authorized signatory 2025-07-16