Northern Right Capital Amends Great Elm Group Stake

TL;DR

Northern Right Capital just updated their 13D for Great Elm. Big players involved.

AI Summary

On October 23, 2024, Northern Right Capital (QP), L.P., along with BC Advisors, LLC and Matthew A. Drapkin, filed an amendment (Amendment No. 8) to their Schedule 13D for Great Elm Group, Inc. This filing indicates a change in beneficial ownership of the company's common stock.

Why It Matters

This amendment signals a potential shift in control or strategy for Great Elm Group, Inc., as significant stakeholders update their filings with the SEC.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate activist investor activity or significant shifts in major holdings, potentially impacting stock price and corporate strategy.

Key Players & Entities

• Great Elm Group, Inc. (company) — Subject Company
• Northern Right Capital (QP), L.P. (company) — Filing Party
• BC ADVISORS, LLC (company) — Group Member
• MATTHEW A. DRAPKIN (person) — Group Member
• Northern Right Capital Management, L.P. (company) — Filing Party

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securiti
• $89,326.22 — s expended an aggregate amount equal to $89,326.22 (including commissions) to purchase 50,
• $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
• $1.76 — ple transactions at prices ranging from $1.76 to $1.78, inclusive. The Reporting Pers
• $1 — actions at prices ranging from $1.76 to $1.78, inclusive. The Reporting Persons un
• $1.75 — ple transactions at prices ranging from $1.75 to $1.76, inclusive. The Reporting Pers

Filing Documents

• d893297dsc13da.htm (SC 13D/A) — 95KB
• 0001193125-24-241991.txt ( ) — 96KB

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 May 21, 2024 to May 23, 2024, the Reporting Persons expended an aggregate amount equal to $89,326.22 (including commissions) to purchase 50,000 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 Statement, at their option and at any time after issuance, the PIK Notes to a maximum of 2,141,687 shares of Common Stock in the aggregate at an initial conversion rate of 288.0018 shares of Common Stock per $1,000 principal amount of PIK Notes, subject to customary conversion rate adjustments. 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. Item5. 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 October 23, 2024, the Reporting Persons may be deemed to beneficially own in the aggregate 6,819,834 shares of Common Stock, which represent approximately 21.3% 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 31,959,418 shares of Common Stock outstanding, which is derived by adding (i) 29,817,731 shares of Common Stock outstanding as of October 11, 2024, as reported in the Issuers Amendment No. 1 to Schedule 14A filed with the SEC on October 21, 2024, and (ii) the 2,141,687 shares of Common Stock that could be issued to the Reporting Persons 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 108,283 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) 3,261,084 shares of Common Stock (the QP Shares), including 981,606 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

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. 8 pertaining to the 2016 Plan and the shares issued to Mr. Drapkin thereunder is incorporated herein by reference. 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: October 23, 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

View Full Filing

View this SC 13D/A filing on SEC EDGAR