Northern Right Capital Amends Stake in Great Elm Group

TL;DR

Northern Right Capital just updated their 13D on Great Elm (GEG) - check the filing for details.

AI Summary

On December 10, 2024, Northern Right Capital Management, L.P. filed an amendment (Amendment No. 9) to its Schedule 13D regarding Great Elm Group, Inc. The filing indicates a change in beneficial ownership of the company's common stock. The filing was made by BC Advisors, LLC, Matthew A. Drapkin, and Northern Right Capital (QP), L.P., all associated with Northern Right Capital Management, L.P.

Why It Matters

This filing signals a potential shift in control or strategy for Great Elm Group, Inc. as a significant shareholder updates their position.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant investor activity which can lead to volatility.

Key Players & Entities

• Northern Right Capital Management, L.P. (company) — Filing entity
• Great Elm Group, Inc. (company) — Subject company
• BC Advisors, LLC (company) — Group member
• Matthew A. Drapkin (person) — Group member
• Northern Right Capital (QP), L.P. (company) — Group member

FAQ

Key Financial Figures

• $0.001 — Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securiti
• $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
• $3,408,335.32 — der of an aggregate principal amount of $3,408,335.32 and $309,853.45, respectively, of the P
• $309,853 — e principal amount of $3,408,335.32 and $309,853.45, respectively, of the PIK Notes. The

Filing Documents

• d903947dsc13da.htm (SC 13D/A) — 91KB
• d903947dex999.htm (EX-99.9) — 35KB
• 0001193125-24-274511.txt ( ) — 128KB

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: 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 and to the terms of the Forbearance Agreement. 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. Item4. Purpose of Transaction

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

Item 4 is amended and supplemented to add the following information for updating as of the date hereof: As of the date of this Statement, each of Northern Right QP and Mr. Drapkin is the holder of an aggregate principal amount of $3,408,335.32 and $309,853.45, respectively, of the PIK Notes. The PIK Notes are convertible into Common Stock. On December 6, 2024, Northern Right QP and Mr. Drapkin entered into a letter agreement (the Forbearance Agreement) with the Issuer, pursuant to which Northern Right QP and Mr. Drapkin irrevocably agreed to forbear from exercising their respective rights to convert the PIK Notes (and any additional PIK Notes issued pursuant to the PIK Notes) into Common Stock until December 5, 2025 (the Forbearance End Date). The Forbearance End Date may be extended by each of Northern Right QP or Mr. Drapkin as to their respective PIK Notes with the prior written consent of the Issuer. As of the date of this Statement, if the Forbearance Agreement were not in place, the PIK Notes would be convertible by Northern Right QP and Mr. Drapkin into 981,606 shares and 89,238 shares, respectively, of Common Stock. As a result of the Forbearance Agreement, the Common Stock issuable upon conversion by Northern Right QP or Mr. Drapkin of the PIK Notes will not be deemed to be beneficially owned by Northern Right QP or Mr. Drapkin, and will not be deemed to be beneficially owned by BCA to the extent that BCA may be deemed to beneficially own shares of Common Stock currently held by Northern Right QP. Other than any extension of the Forbearance End Date by Northern Right QP or Mr. Drapkin as to their respective PIK Notes, the Forbearance Agreement may only be amended or terminated by a written amendment, fully executed and delivered by Northern Right QP and Mr. Drapkin with no less than 61 days prior written notice to the Issuer. 6 The foregoing description of the Forbearance Agreement is qualified in its entirety by reference to the full text of the Fo

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

Item 5 is amended and supplemented to add the following information for updating as of the date hereof: (a), (b) As of December 10, 2024, the Reporting Persons may be deemed to beneficially own in the aggregate 5,853,446 shares of Common Stock, which represent approximately 19.0% 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 30,814,578 shares of Common Stock outstanding, which is derived by adding (i) 29,743,735 shares of Common Stock outstanding as of November 4, 2024, as reported in the Issuers quarterly Report on Form 10-Q filed with the SEC on November 12, 2024, and (ii) the 1,070,843 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 and to the terms of the Forbearance Agreement. 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. 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) 2,279,478 shares of Common Stock (the QP Shares), not 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. Northern Right QP has agreed to forbear from exercising its right to convert its PIK Notes until December 5, 2025 under the terms of the Forbearance Agreement. As general partner of Northern Right QP, Northern Right Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the QP Shares. Northern Right Management disclaims beneficial ownership of such shares. Nort

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 4 of this Amendment No. 9 and the disclosure set forth under Item 5 of this Amendment No. 9 pertaining to the 2016 Plan and the shares issued to Mr. Drapkin thereunder are incorporated herein by reference. Item7. 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 99.9 Letter Agreement, dated December 6, 2024, by and among Northern Right Capital (QP), L.P., Matthew Drapkin and Great Elm Group, Inc. 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: December 10, 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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