Northern Right Capital Amends Great Elm Group Stake (SC 13D/A)

TL;DR

**Activist investor Northern Right Capital is still in the game with Great Elm Group, Inc., filing an updated 13D.**

AI Summary

Northern Right Capital Management, L.P., along with BC Advisors, LLC and Matthew A. Drapkin, filed an Amendment No. 7 to their Schedule 13D on January 3, 2024, regarding their ownership in Great Elm Group, Inc. This filing updates their previous disclosures, indicating a continued significant stake in the company. This matters to investors because Northern Right Capital Management, L.P. is an activist investor, and their ongoing involvement suggests they continue to monitor and potentially influence the company's strategic direction, which could impact stock performance.

Why It Matters

This filing signals that a significant activist investor group, Northern Right Capital Management, L.P., remains actively engaged with Great Elm Group, Inc., potentially influencing future corporate actions and shareholder value.

Risk Assessment

Risk Level: medium — The involvement of an activist investor can lead to significant changes, which can be either beneficial or detrimental to the stock price, creating moderate risk.

Analyst Insight

Investors should monitor future filings from Northern Right Capital Management, L.P. for any changes in their ownership percentage or stated intentions, as these could signal potential strategic shifts or activist campaigns at Great Elm Group, Inc.

Key Players & Entities

• Northern Right Capital Management, L.P. (company) — filer of the SC 13D/A, an activist investor
• Great Elm Group, Inc. (company) — the subject company in which Northern Right Capital Management, L.P. holds shares
• Matthew A. Drapkin (person) — group member and contact person for Northern Right Capital Management, L.P.
• BC Advisors, LLC (company) — group member with Northern Right Capital Management, L.P.
• January 3, 2024 (date) — date of the event requiring the filing of this statement

Forward-Looking Statements

• Northern Right Capital Management, L.P. will continue to actively monitor Great Elm Group, Inc.'s performance and strategic initiatives. (Northern Right Capital Management, L.P.) — high confidence, target: Ongoing
• There may be further amendments to the Schedule 13D if Northern Right Capital Management, L.P. significantly alters its stake or intentions regarding Great Elm Group, Inc. (Northern Right Capital Management, L.P.) — medium confidence, target: Next 12 months

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securiti
• $454,312.25 — s expended an aggregate amount equal to $454,312.25 (including commissions) to purchase 223
• $6,000,000 — orting Persons expended an aggregate of $6,000,000 to purchase 5.0% Convertible Senior PIK
• $1,000 — Stock if the portion to be converted is $1,000 principal amount or an integral multipl

Filing Documents

• d110334dsc13da.htm (SC 13D/A) — 94KB
• d110334dex998.htm (EX-99.8) — 6KB
• 0001193125-24-003465.txt ( ) — 102KB

is amended and supplemented to add the following information for updating as of the date hereof

Item 3 is amended and supplemented to add the following information for updating as of the date hereof: From June 6, 2023 to November 15, 2023, the Reporting Persons expended an aggregate amount equal to $454,312.25 (including commissions) to purchase 223,384 shares of Common Stock. In February of 2020, the Reporting Persons expended an aggregate of $6,000,000 to purchase 5.0% Convertible Senior PIK Notes due 2030 of the Issuer (the PIK Notes). Following the purchase of the PIK Notes, the Reporting Persons receive additional PIK Notes as interest payments thereon on each of June 30 and December 31, which payments began in 2020 and continue thereafter until the maturity of the PIK Notes. All or any portion of the PIK Notes may be converted by their holders into shares of Common Stock if the portion to be converted is $1,000 principal amount or an integral multiple thereof. The Reporting Persons may convert, as of the date of this Funds used to purchase the reported securities have come from the working capital of Northern Right QP and the Managed Accounts, which may, at any given time, include margin loans made by brokerage firms or banks in the ordinary course of business. Item 5. Interest in Securities of the Issuer

is amended and supplemented to add the following information for updating as of the date hereof

Item 5 is amended and supplemented to add the following information for updating as of the date hereof: (a), (b) As of January 5, 2024, the Reporting Persons may be deemed to beneficially own in the aggregate 6,857,521 shares of Common Stock, which represent approximately 20.6% of the outstanding shares of Common Stock. 1 The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 33,264,055 shares of Common Stock outstanding, which is derived by adding (i) 31,174,605 shares of Common Stock outstanding as of November 1, 2023, as reported in the Issuers Form 10-Q filed with the SEC on November 8, 2023, and (ii) the shares of Common Stock that could be issued to each Reporting Person in connection with the maximum conversion of the PIK Notes, subject to adjustment as provided in the PIK Notes. The number of outstanding shares described in the preceding sentence does not include the conversion of the PIK Notes held by the holders other than the Reporting Persons. 1 Excludes 167,940 restricted shares that were issued to Mr. Drapkin as consideration for his service on the board of directors of the Issuer but are deferred pursuant to a pre-established deferral election. These shares will be delivered in a single lump sum upon the earlier of (a) three years from the grant date of such shares and (b) termination of Mr. Drapkins service as a member of the board of directors of the Issuer. 6 Northern Right QP beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) 3,237,143 shares of Common Stock (the QP Shares), including 957,665 shares of Common Stock, which represent the maximum number of shares of Common Stock that could be issued to Northern Right QP in connection with the conversion of its PIK Notes, subject to adjustment as provided in the PIK Notes. As general partner of Northern Right QP, Northern Right Management may be deemed to have the shared

is hereby amended and supplemented to add the following information for updating as of the date hereof

Item 6 is hereby amended and supplemented to add the following information for updating as of the date hereof: The disclosure set forth under Item 5 of this Amendment No. 7 pertaining to the 2016 Plan and the shares issued to Mr. Drapkin thereunder is incorporated herein by reference. Item 7. Materials to be Filed as Exhibits

is amended and supplemented to add the following information for updating as of the date hereof

Item 7 is amended and supplemented to add the following information for updating as of the date hereof: Exhibit 99.8 Amended and Restated Joint Filing Agreement by and among the Reporting Persons, dated January 5, 2024. 8

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certified that the information set forth in this statement is true, complete and correct. Dated: January 5, 2024 NORTHERN RIGHT CAPITAL MANAGEMENT, L.P. By: BC Advisors, LLC, its general partner By: /s/ Matthew A. Drapkin Name: Matthew A. Drapkin Title: Managing Member 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 Name: Matthew A. Drapkin Title: Managing Member BC ADVISORS, LLC By: /s/ Matthew A. Drapkin Name: Matthew A. Drapkin Title: Managing Member /s/ Matthew A. Drapkin Matthew A. Drapkin 9

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View this SC 13D/A filing on SEC EDGAR