X0306 4 2021-06-30 0001831096 Great Elm Group, Inc. GEG 0001458693 Drapkin Matthew A C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 9 OLD KINGS HWY S., 4TH FLOOR DARIEN CT 06820 true true Common Stock 2021-06-30 4 A 0 9444 0 A 139734 D Common Stock 2021-07-01 4 A 0 17932 0 A 157666 D Common Stock 1290359 I See Footnote Common Stock 33687 I See Footnote Common Stock 1243038 I See Footnote The Reporting Person was awarded 9,444 restricted stock units ("RSUs") that fully vested on the grant date, June 30, 2021. The Reporting Person has elected to defer delivery of the shares, pursuant to a pre-established deferral election. The shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of the RSUs and (b) termination of the Reporting Person's service as a member board of directors of the Great Elm Group, Inc. (the "Company"). The Reporting Person was awarded 17,932 RSUs, 50% of which vest on September 30, 2021, and the remainder of which vest on December 31, 2021, contingent upon continued service as a member of the Company's board of directors. The Reporting Person has elected to defer delivery of the shares, pursuant to a pre-established deferral election. The shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of the RSUs and (b) termination of the Reporting Person's service as a member of the Company's board of directors. Includes 32,281 RSUs previously reported and that were deferred pursuant to a pre-established deferral election. The shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of the RSUs and (b) termination of the Reporting Person's service as a member of the Company's board of directors. Represents shares of common stock purchased by Northern Right Capital Management, L.P., a Texas limited partnership ("Northern Right Management"), on behalf of a separate managed account on behalf of an investment advisory client (the "Managed Account") pursuant to the exercise of a warrant issued by Forest Investments, Inc., a Delaware corporation formerly known as Great Elm Capital Group, Inc., to Northern Right Management on September 18, 2017. Represents shares of common stock held directly by NRC Partners I, L.P. ("NRC Partners"). Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("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 shares of common stock held by NRC Partners and Northern Right QP. As the investment manager of the Managed Account, Northern Right Management may also be deemed to be the beneficial owner of the shares of common stock held by the Managed Account. As general partner of Northern Right Management, BC Advisors, LLC, a Texas limited liability company ("BCA") may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by Northern Right Management. As the managing member of BCA, the Reporting Person may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by BCA. (continued from footnote 7) The Reporting Person disclaims such beneficial ownership of the 2,533,397 shares of common stock indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein. /s/ Adam M. Kleinman, attorney-in-fact 2021-07-02