SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934*

(Amendment No. 11)

Great Elm Group, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

39036P209

(CUSIP Number)

Todd Wiench

Imperial Capital Asset Management, LLC

3801 PGA Boulevard, Suite 603

Palm Beach Gardens, Florida 33410

(310) 246-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 16, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ☐

Note Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 39036P209 Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS   Imperial Capital Asset Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   5,577,187
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   5,577,187
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,577,187
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   18.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IA

CUSIP No. 39036P209 Page 3 of 8 Pages

1	NAMES OF REPORTING PERSONS   Long Ball Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   4,668,103
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   4,668,103
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,668,103
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   15.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

CUSIP No. 39036P209 Page 4 of 8 Pages

1	NAMES OF REPORTING PERSONS   Imperial Capital Group Holdings II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   460,900
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   460,900
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   460,900
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

CUSIP No. 39036P209 Page 5 of 8 Pages

1	NAMES OF REPORTING PERSONS   Jason Reese
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   6,768,148
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   6,768,148
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,768,148
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   22.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN, HC

CUSIP No. 39036P209 Page 6 of 8 Pages

Explanatory Note: This Amendment No. 11 (this “Amendment”) to the Schedule 13D (the “Initial 13D”) relating to the common stock, par value $0.001 per share (the “Common Stock”), of Great Elm Group, Inc. (the “Issuer”) filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on May 6, 2019, as amended by:

• Amendment No. 1 to the Initial 13D filed on March 3, 2020;

• Amendment No. 2 to the Initial 13D filed on May 21, 2021;

• Amendment No. 3 to the Initial 13D filed on May 11, 2022;

• Amendment No. 4 to the Initial 13D filed on June 13, 2022;

• Amendment No. 5 to the Initial 13D filed on September 30, 2022;

• Amendment No. 6 to the Initial 13D filed on December 27, 2022;

• Amendment No. 7 to the Initial 13D filed on January 5, 2023;

• Amendment No. 8 to the Initial 13D filed on January 10, 2023;

• Amendment No. 9 to the Initial 13D filed on May 15, 2023; and

• Amendment No. 10 to the Initial 13D filed on June 7, 2023 (as so amended, the “Schedule 13D”), amends and supplements certain of the items set forth in the Schedule 13D.

As used in this Amendment, the term “Reporting Persons” collectively refers to:

• Imperial Capital Asset Management, LLC (“ICAM”);

• Long Ball Partners, LLC (“Long Ball”);

• Imperial Capital Group Holdings II, LLC (“ICGH2”); and

• Jason Reese.

Item 4. Purpose of Transaction

Item 4 is hereby supplemented as follows:

As of the date of this Amendment, Long Ball is the holder of an aggregate principal amount of $7,365,747.00 of the Issuer’s 5.0% Convertible Senior PIK Notes Due 2030 (the “PIK Notes”). The PIK Notes are convertible into Common Stock. On June 16, 2023, Long Ball entered into a letter agreement (the “Forbearance Agreement”) with the Issuer, pursuant to which Long Ball irrevocably agreed to forbear from exercising its right to convert the PIK Notes (and any additional PIK Notes issued pursuant to the PIK Notes) into Common Stock until December 27, 2024 (the “Forbearance End Date”). The Forbearance End Date may be extended by Long Ball with the prior written consent of the Issuer. As of the date of this Amendment, if the Forbearance Agreement were not in place, the PIK Notes would be convertible into 2,121,348 shares of Common Stock. As a result of the Forbearance Agreement, the Common Stock issuable upon conversion of the PIK Notes will not be deemed to be beneficially owned by Long Ball, ICAM or Jason Reese.

The Forbearance Agreement may only be amended or terminated by a written amendment, fully executed and delivered by Long Ball with no less than 61 days’ prior written notice to the Issuer.

CUSIP No. 39036P209 Page 7 of 8 Pages

The foregoing descriptions of the PIK Notes and the Forbearance Agreement are qualified in their entirety by reference to the form of PIK Note and the Forbearance Agreement, which are filed as Exhibits 99.7 and 99.8 to this Amendment and are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended as follows:

(a) & (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are based on 30,643,918 shares of Common Stock outstanding as of April 27, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is supplemented as follows:

The Information in Item 4 of this Amendment is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Item 7 is supplemented as follows:

Exhibit No.	Description
99.7	Form of 5.0% Convertible Senior PIK Notes due 2030 (incorporated by reference to Exhibit 4.4 to the Issuer’s Form 8-K filed with the SEC on December 29, 2020).
99.8	Letter Agreement, dated June 16, 2023, by and between Long Ball Partners, LLC and Great Elm Group, Inc.

CUSIP No. 39036P209 Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 20, 2023

Imperial Capital Asset Management, LLC
By:	/s/ Jason Reese
	Jason Reese, Chairman & CEO
Long Ball Partners, LLC
By: Imperial Capital Asset Management, LLC its Managing Member
By:	/s/ Jason Reese
	Jason Reese, Chairman & CEO
Imperial Capital Group Holdings II, LLC
By:	/s/ Jason Reese
	Jason Reese, its Authorized Signatory

Jason Reese

/s/ Jason Reese

EX-99.8

Exhibit 99.8

Imperial Capital Asset Management, LLC

Dated June 16, 2023

SENT VIA ELECTRONIC MAIL

Great Elm Group, Inc.

800 South Street, Suite 230

Waltham, MA 02453

Re: Forbearance of Conversion Rights

Ladies and Gentlemen:

Reference is made to the notes issued by Great Elm Group, Inc. (the “Issuer”) in favor of Long Ball Partners, LLC (the “Holder”) set forth on Schedule A, attached hereto (each, a “Note” and collectively, the “Notes”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Notes. In consideration of the mutual covenants and agreements herein contained, the Issuer and the Holder hereby agree as follows:

Notwithstanding anything in the Notes to the contrary, including any rights or remedies of Holder under each Note thereunder or in connection therewith, the Holder hereby irrevocably agrees to forebear from exercising its right to exercise any Security under any Note (as permitted under Section 4(a) of each Note) and its right to issue a Notice of Conversion with respect to any Note and/or any Security under the Notes (any such rights, a “Conversion Right”), in each case, until December 27, 2024 (the “Forbearance End Date”). The forbearance of the Conversion Rights contemplated by this letter agreement, together with the other provisions of this letter agreement, shall automatically apply to any additional payment-in-kind notes (“PIK Notes”) issued by the Issuer pursuant to the Notes in favor of the Holder from and after the date hereof and the Holder shall supplement Schedule A to add thereto any such additional PIK Notes issued by the Issuer in favor of the Holder, each of which additional PIK Note shall be subject to the forbearance contemplated hereunder until the Forbearance End Date.

The forbearance of the Conversion Rights contemplated by this letter agreement shall automatically terminate, without further action of any party hereto or under any Note, on the Forbearance End Date. The parties acknowledge and agree that the Forbearance End Date may be extended by the Holder with the prior written consent of the Issuer.

Notwithstanding anything to the contrary in this letter agreement, but without limiting the Holder’s covenant to forbear in accordance with the terms and conditions of this letter agreement, each Note is in full force and effect in accordance with their respective terms, remain valid and binding obligations of the Issuer thereunder, has not been modified or amended, and is hereby reaffirmed and ratified by the Issuer. The rights, interests, and obligations created by the Notes are and continue to be valid, effective, and enforceable, and are hereby ratified and confirmed in all respects.

Neither the failure nor delay by the Holder to exercise its remedies nor the acceptance of any payments or any other partial performance (whether any of the foregoing is before or after the date of this letter agreement) nor any provision of this letter agreement shall amend, modify, supplement, extend, delay, renew, terminate, waive, release or otherwise limit or prejudice the rights and remedies of the Holder, or

the Issuer’s obligations under each Note (including, but not limited to, the Holder’s right to receive full payment of principal and interest and other costs, fees, expenses and charges to the extent provided in the Notes) except as specifically provided in a written agreement between the parties to each such Note that is fully executed and delivered in accordance with the terms of the applicable Note (and except that, without modifying or amending the Notes, the Holder agrees to forbear the Conversion Rights to the extent specifically provided in this letter agreement).

This letter agreement may be amended or terminated only by a written amendment, fully executed and delivered by the Holder with no less than sixty-one (61) days’ prior written notice to the Issuer.

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in the State of New York (without regard to conflicts of laws principals).

This letter agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute one agreement and may be executed by electronic signatures duly delivered (including, for example, by .PDF or Docusign). This Letter Agreement shall become valid and binding on the Holder and the Issuer upon receipt by Holder of the counterparts of this letter agreement which, taken together, will have been executed by all of the parties.

Please confirm the agreements contained herein by executing a counterpart hereof in the space provided below and returning it to the undersigned.

Very truly yours,
HOLDER:
Long Ball Partners, LLC
By:	/s/ Mark Martis
Name:	Mark Martis
Title:	Chief Operating Officer, Imperial Capital Asset Management, LLC, its managing member

THE FOREGOING ACKNOWLEDGED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN:

ISSUER:
Great Elm Group, Inc.
By:	/s/ Adam Kleinman
Name:
Title:

Imperial Capital Asset Management, LLC

Schedule A

Notes

Note No.	CUSIP	Issuer	Initial Holder	Initial Principal Amount	Issue Date
E-1	39037GAA7	Great Elm Group, Inc.	Long Ball Partners, LLC	$6,400,000.00	12/29/2020
PIK No. 1-1	39037GAA7	Great Elm Group, Inc.	Long Ball Partners, LLC	$111,112.00	12/29/2020
PIK No. 2-1	39037GAA7	Great Elm Group, Inc.	Long Ball Partners, LLC	$161,889.00	12/31/2020
PIK No. 3-1	39037GAA7	Great Elm Group, Inc.	Long Ball Partners, LLC	$166,826.00	6/30/2021
PIK No. 4-1	39037GAA7	Great Elm Group, Inc.	Long Ball Partners, LLC	$170,995.68	12/31/2021
PIK No. 5-1	39037GAA7	Great Elm Group, Inc.	Long Ball Partners, LLC	$175,271.32	6/30/2022
PIK No. 6-1	39037GAA7	Great Elm Group, Inc.	Long Ball Partners, LLC	$179,653.00	12/31/2022