SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

6,572,676*

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

6,572,676*

SHARED DISPOSITIVE POWER

0

SC 13D/A 1 d278175dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934*

(Amendment No. 4)

Great Elm Group, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

39036P209

(CUSIP Number)

Todd Wiench

Imperial Capital Asset Management, LLC

10100 Santa Monica Blvd., Suite 2400

Los Angeles, California 90067

(310) 246-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 9, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d -1(e), 240.13d -l(f) or 240.13d -l(g), check the following box. ☐

Note Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 39036P209		Page 1 of 8 Pages


1		NAMES OF REPORTING PERSONS Imperial Capital Asset Management, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

Includes 2,019,129 shares of common stock, par value $0.001 per share, of the Issuer (“Common Stock”) underlying a 5.0% Convertible Senior PIK Notes due 2030 (the “Notes”) issued by the Issuer pursuant to a Securities Purchase Agreement, dated as of February 26, 2020, by and among the Issuer and the investors named therein (the “Securities Purchase Agreement”).


CUSIP No. 39036P209		Page 2 of 8 Pages


1		NAMES OF REPORTING PERSONS Long Ball Partners, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	Includes 2,019,129 shares of Common Stock underlying the Notes issued by the Issuer pursuant to the Securities Purchase Agreement.


CUSIP No. 39036P209		Page 3 of 8 Pages


1		NAMES OF REPORTING PERSONS Jason Reese
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

*	Includes (i) 2,019,129 shares of Common Stock underlying the Notes issued by the Issuer pursuant to the Securities Purchase Agreement and (ii) 346,833 shares of Common Stock that could be acquired in 60 days upon the vesting of restricted stock units.


CUSIP No. 39036P209		Page 4 of 8 Pages

Explanatory Note: This Amendment No. 4 (this “Amendment”) to the Schedule 13D (the “Initial 13D”) relating to the common stock, par value $0.001 per share (the “Common Stock”), of Great Elm Group, Inc. (the “Issuer”) filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the “SEC”) on May 6, 2019, as amended by Amendment No. 1 to the Initial 13D filed on March 3, 2020, Amendment No. 2 to the Initial 13D filed on May 21, 2021, and Amendment No. 3 to the Initial 13D filed on May 11, 2022 (as so amended, the “Schedule 13D”), amends and supplements certain of the items set forth in the Schedule 13D.

As used in this Amendment, the term “Reporting Persons” collectively refers to:

•

Imperial Capital Asset Management, LLC (“ICAM”);

•

Long Ball Partners LLC (“Long Ball”); and

•

Jason Reese.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 is hereby amended and supplemented as follows:

Since the filing of the last amendment to the Initial 13D, the source and amount of funds used in purchasing the Common Stock by the Reporting Persons were as follows:


Purchaser	Source of Funds		Amount
Long Ball		Working Capital	$	978,829.60

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended as follows:

(a) & (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 for all cover pages filed herewith are based on 28,836,497 shares of Common Stock outstanding as of May 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed with the SEC on May 5, 2022, plus the 1,369,984 shares issued to ICAM pursuant to an Asset Purchase Agreement (the “Purchase Agreement”), dated May 4, 2022, by and among the Issuer’s wholly owned subsidiary, Great Elm Capital Management, Inc. (“GECM”) and ICAM, as disclosed in Amendment No. 3.

(c) The transactions reported in the table below in this Item 5 are the only transactions in the Common Stock by the Reporting Persons in the sixty days preceding the date of this Amendment, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less.


CUSIP No. 39036P209		Page 5 of 8 Pages


Name	Purchase or Sale	Date		Number of Shares		Weighted Average Price Per Share		Price or Range of Prices
Long Ball	Open Market Purchase		05/12/2022		21,000	$	1.97	$1.94-$2.00
Long Ball	Open Market Purchase		05/13/2022		25,000	$	2.05	$2.00-$2.05
Long Ball	Open Market Purchase		05/16/2022		8,000	$	2.11	$2.06-$2.16
Long Ball	Open Market Purchase		05/18/2022		5,000	$	2.04	$2.01-$2.10
Long Ball	Open Market Purchase		05/19/2022		40,000	$	2.15	$2.00-$2.19
Long Ball	Open Market Purchase		05/23/2022		50,000	$	2.19	N/A
Long Ball	Open Market Purchase		05/31/2022		10,483	$	2.31	$2.29-$2.37
Long Ball	Open Market Purchase		05/31/2022		24,925	$	2.38	$2.33-$2.41
Long Ball	Open Market Purchase		05/31/2022		6,291	$	2.41	$2.39-$2.43
Long Ball	Open Market Purchase		06/09/2022		237,366	$	2.38	N/A


CUSIP No. 39036P209		Page 6 of 8 Pages

(d)	Not applicable.

(e)	Not applicable.


CUSIP No. 39036P209		Page 7 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 13, 2022


Long Ball Partners, LLC

By: Imperial Capital Asset Management, LLC
its Managing Member

By:		/s/ Jason Reese
		Jason Reese, Chairman & CEO

Imperial Capital Asset Management, LLC

By:		/s/ Jason Reese
		Jason Reese, Chairman & CEO

Jason Reese

/s/ Jason Reese

SEC Form SC 13D/A filed by Great Elm Group Inc. (Amendment)