SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Imperial Capital Asset Management, LLC

(Last)

(First)

(Middle)

10100 SANTA MONICA BLVD., SUITE 2400

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2020

3. Issuer Name and Ticker or Trading Symbol
Great Elm Capital Group, Inc. [ GEC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.001 per share	2,319,887	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
5.0% Convertible Senior PIK Note due 2030	02/26/2020	02/26/2030	Common stock, par value $0.001 per share	1,843,211⁽²⁾	$3.4722⁽²⁾	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

Imperial Capital Asset Management, LLC

(Last)

(First)

(Middle)

10100 SANTA MONICA BLVD., SUITE 2400

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

LONG BALL PARTNERS LLC

(Last)

(First)

(Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT

10100 SANTA MONICA BLVD., SUITE 2400

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Reese Jason W.

(Last)

(First)

(Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT

10100 SANTA MONICA BLVD., SUITE 2400

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are held directly by Long Ball Partners, LLC ("Long Ball"). Jason Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of Imperial Capital Asset Management, LLC ("ICAM"), which is the managing member and investment manager to Long Ball. Mr. Reese and ICAM each may be deemed to be the beneficial owner of the securities directly held by Long Ball. Each of Mr. Reese and ICAM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

2. Long Ball has the right, at its option, to convert all or any portion of its $6,400,000 5.0% Convertible Senior PIK Note due 2030 issued by the Issuer (the "Note") at any time prior to the close of business on the second business day immediately preceding the maturity date of the Note into common stock, par value $0.001 per share, of the Issuer (the "Common Stock") at an initial conversation rate of 288.0018 shares of Common Stock per $1,000 principal amount and an initial conversion price of $3.4722 per share (subject to, and in accordance with, the terms of the Note).

Remarks:

Mr. Reese is a director and Executive Co-Chairman of the Issuer. The Reporting Persons are jointly filing this Form 3.

	Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Jason Reese, Chairman & CEO	03/06/2020
	Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Jason Reese, Chairman & CEO	03/06/2020
	/s/ Jason Reese	03/06/2020
	** 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 5 (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).
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