0000899243-22-026428.txt : 20220720 0000899243-22-026428.hdr.sgml : 20220720 20220720214738 ACCESSION NUMBER: 0000899243-22-026428 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220718 FILED AS OF DATE: 20220720 DATE AS OF CHANGE: 20220720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northern Right Capital Management, L.P. CENTRAL INDEX KEY: 0001346543 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39832 FILM NUMBER: 221095449 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 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39832 FILM NUMBER: 221095446 BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6016 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northern Right Capital (QP), L.P. CENTRAL INDEX KEY: 0001451722 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39832 FILM NUMBER: 221095447 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: NRC Partners I, LP CENTRAL INDEX KEY: 0001763594 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39832 FILM NUMBER: 221095448 BUSINESS ADDRESS: STREET 1: 9 OLD KINGS HIGHWAY SOUTH STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: (203) 951-5440 MAIL ADDRESS: STREET 1: 9 OLD KINGS HIGHWAY SOUTH STREET 2: 4TH FLOOR CITY: DARIEN STATE: CT ZIP: 06820 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Great Elm Group, Inc. CENTRAL INDEX KEY: 0001831096 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 853622015 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 800 SOUTH STREET, SUITE 230 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: (617) 375-3006 MAIL ADDRESS: STREET 1: 800 SOUTH STREET, SUITE 230 CITY: WALTHAM STATE: MA ZIP: 02453 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-07-18 0 0001831096 Great Elm Group, Inc. GEG 0001346543 Northern Right Capital Management, L.P. 9 OLD KINGS HWY. S. 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 2022-07-18 4 P 0 3282 1.9984 A 3197317 I See Footnote Common Stock 2022-07-20 4 P 0 3658 1.984 A 3200975 I See Footnote Represents 1,087 shares of common stock of Great Elm Group, Inc. ("GEG") purchased by Northern Right Capital (QP), L.P. ("Northern Right QP"), 345 shares of common stock of GEG purchased by NRC Partners I, LP ("NRC Partners I") and 1,850 shares of common stock of GEG purchased by managed accounts (the "Managed Accounts") on behalf of investment advisory clients of Northern Right Capital Management, L.P. ("Northern Right Management"). Northern Right Management acts as the investment manager for the Managed Accounts. Represents shares of common stock acquired in a transaction pursuant to the Rule 10b5-1 trading plan entered into by the Reporting Persons on June 16, 2022. Represents 1,203 shares of common stock of GEG purchased by Northern Right QP, 388 shares of common stock of GEG purchased by NRC Partners I and 2,067 shares of common stock of GEG purchased by the Managed Accounts on behalf of investment advisory clients of Northern Right Management. Northern Right Management acts as the investment manager for the Managed Accounts. As a result of a ministerial error made by the broker for the Reporting Persons, in the Form 4 filed by the Reporting Persons on June 13, 2022 (the "June 13 Form 4") to report shares of common stock of GEG acquired by the Reporting Persons on June 9, 2022, the amount of securities acquired and the amount of securities beneficially owned following the reported transaction were incorrectly reported as 237,637 and 3,092,921, respectively. The correct amount of securities acquired and the correct amount of securities beneficially owned following the reported transaction reported in the June 13 Form 4 should have been 237,367 and 3,092,651, respectively. The broker's error was corrected in the Form 4 filed by the Reporting Persons on June 16, 2022, wherein the amount of securities beneficially owned following the reported transactions reflects the correct number of shares of common stock of GEG beneficially owned by the Reporting Persons as of the date thereof. (Continued Footnote 4) The amounts reported in this Form 4 also reflect the correction to the broker's error and are accurate as of the date hereof. Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,449,673 shares of common stock of GEG. NRC Partners I beneficially owns and has the power to vote or to direct the vote of 102,582 shares of common stock of GEG. The Managed Accounts, on behalf of certain investment advisory clients of Northern Right Management, beneficially own 1,648,720 shares of common stock of GEG. As general partner and investment manager of NRC Partners I and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC Partners I and Northern Right QP. 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 (Continued Footnote 7) Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The Reporting Persons are jointly filing this Form 4. Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2022-07-20 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 2022-07-20 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/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2022-07-20 BC Advisors, LLC, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 2022-07-20