0000899243-22-033906.txt : 20221020 0000899243-22-033906.hdr.sgml : 20221020 20221020200646 ACCESSION NUMBER: 0000899243-22-033906 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221018 FILED AS OF DATE: 20221020 DATE AS OF CHANGE: 20221020 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: 221322025 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: 221322022 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: 221322023 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: 221322024 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 2022-10-18 0 0001831096 Great Elm Group, Inc. GEG 0001346543 Northern Right Capital Management, L.P. 9 OLD KINGS HWY. S. 4TH FLOOR 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 2022-10-18 4 P 0 21493 1.9986 A 3528034 I See Footnote Represents 14,039 shares of common stock of Great Elm Group, Inc. ("GEG") purchased by Northern Right Capital (QP), L.P. ("Northern Right QP"), 4,584 shares of common stock of GEG purchased by NRC Partners I, LP ("NRC Partners I") and 2,870 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. Northern Right QP beneficially owns and has the power to vote or to direct the vote of 1,569,063 shares of common stock of GEG. NRC Partners I beneficially owns and has the power to vote or to direct the vote of 141,303 shares of common stock of GEG. The Managed Accounts, on behalf of certain investment advisory clients of Northern Right Management, beneficially own 1,817,668 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. (Continued from footnote 4) 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. The Reporting Persons are jointly filing this Form 4. Exhibit List: Exhibit 24 - Power of Attorney Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Adam Cina, attorney-in-fact for authorized signatory 2022-10-20 NRC Partners I, LP, By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Adam Cina, attorney-in-fact for authorized signatory 2022-10-20 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/ Adam Cina, attorney-in-fact for authorized signatory 2022-10-20 BC Advisors, LLC, By: /s/ Adam Cina, attorney-in-fact for authorized signatory 2022-10-20 EX-24 2 attachment1.htm EX-24 DOCUMENT

             LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

      The undersigned, being the managing member and authorized signatory of
BC Advisors, LLC ("BCA"), which is subject to the reporting obligations of the
Securities Exchange Act of 1934, as amended (the "Act"), due to or with respect
to the direct or indirect ownership of the entities listed on Schedule I hereto
(the "Reporting Entities") of securities of Great Elm Group, Inc. and Great Elm
Capital Corp. (collectively, the "Corporations"), hereby constitutes and
appoints Adam Cina and his respective designees, as the undersigned's true and
lawful attorney- in-fact and agent to complete and execute in the undersigned's
name and on the undersigned's behalf any and all documents, forms and filings as
such attorney shall in his discretion determine to be required or advisable
pursuant to the Act, other state or federal laws, the rules and regulations
promulgated thereunder, or any successor laws and regulations, as a consequence
of the Reporting Entities' direct or indirect ownership, acquisition or
disposition of securities of either of the Corporations, and to take all actions
necessary or appropriate to obtain any codes, identifications and passwords
required in order to file such forms with the Securities and Exchange
Commission, any governmental office or agency, any securities exchange or
national association, or any other person or agency as such attorney shall deem
appropriate.  The undersigned hereby ratifies and confirms all that said
attorney-in-fact and agents shall do or cause to be done by virtue hereof.

      The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
are either of the Corporations assuming, any of the responsibilities of the
Reporting Entities to comply with Section 13 or Section 16 of the Act.

      This Limited Power of Attorney shall remain in full force and effect until
the Reporting Entities are no longer required to make any filings with respect
to the Reporting Entities' direct or indirect holdings of and transactions in
securities issued by either of the Corporations unless earlier revoked by the
undersigned in a writing delivered to the foregoing attorney-in-fact.

      This Limited Power of Attorney is executed as of the date set forth below.




                                          /s/ Matthew A. Drapkin
                                          ----------------------------------
                                          Name: Matthew A. Drapkin
                                          Date: October 18, 2022





                                   SCHEDULE I

                               REPORTING ENTITIES

(1) BC Advisors, LLC, a Texas limited liability company

(2) Northern Right Capital Management, L.P., a Texas limited partnership

(3) NRC Partners I, LP, a Delaware limited partnership

(4) Northern Right Capital (QP) L.P., a Texas limited Partnership