SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Reese Jason W.

(Last)

(First)

(Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS

33410

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Great Elm Group, Inc. [ GEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.05	05/11/2023		A		2,000,000		⁽¹⁾⁽²⁾	05/11/2033	Common Stock	2,000,000	$0.00	2,000,000	D

1. Name and Address of Reporting Person^*

Reese Jason W.

(Last)

(First)

(Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS

33410

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Imperial Capital Asset Management, LLC

(Last)

(First)

(Middle)

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS

33410

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LONG BALL PARTNERS LLC

(Last)

(First)

(Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS

33410

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Imperial Capital Group Holdings II, LLC

(Last)

(First)

(Middle)

3801 PGA BOULEVARD, SUITE 603

(Street)

PALM BEACH GARDENS

33410

(City)

(State)

(Zip)

Explanation of Responses:

1. On May 11, 2023, the reporting person was granted an option (the "Option") to purchase up to 2,000,000 shares of common stock of the Issuer (the "Common Stock") as compensation for the reporting person's role as Chief Executive Officer of the Issuer. The Option will vest and become exercisable in five equal installments on the first, second, third, fourth and fifth anniversaries of May 5, 2023, subject to continued employment and subject to certain Stock Price Vesting Triggers (each, a "Stock Price Vesting Trigger") as set forth below. For each of the five annual vesting tranches, the Stock Price Vesting Trigger will be deemed achieved as of the first date following May 11, 2023 that the 30 calendar-day trailing average of the trading price of the Common Stock (as measured by the volume-weighted average price) equals or exceeds:

2. (Continued from footnote 1) (i) $4.07 for the first tranche, (ii) $6.00 for the second tranche, (iii) $8.00 for the third tranche, (iv) $10.00 for the fourth tranche and (v) $12.00 for the fifth tranche.

Remarks:

	By: /s/ Jason Reese	05/15/2023
	Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO	05/15/2023
	Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO	05/15/2023
	Imperial Capital Group Holdings II, LLC By: /s/ Jason Reese, its Authorized Signatory	05/15/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Reese Jason W.