FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
 OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Reese Jason W.		 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
(Last)          (First)          (Middle)

C/O IMPERIAL CAPITAL ASSET MANAGEMENT, 3801 PGA BOULEVARD, SUITE 603		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/11/2023
(Street)

PALM BEACH GARDENS, FL 33410		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $2.05 5/11/2023  A   2000000     (1)(2)5/11/2033 Common Stock 2000000 $0.00 2000000 D  
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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Reese Jason W.
C/O IMPERIAL CAPITAL ASSET MANAGEMENT
3801 PGA BOULEVARD, SUITE 603
PALM BEACH GARDENS, FL 33410		XXChief Executive Officer
Imperial Capital Asset Management, LLC
3801 PGA BOULEVARD, SUITE 603
PALM BEACH GARDENS, FL 33410
X

LONG BALL PARTNERS LLC
C/O IMPERIAL CAPITAL ASSET MANAGEMENT
3801 PGA BOULEVARD, SUITE 603
PALM BEACH GARDENS, FL 33410
X

Imperial Capital Group Holdings II, LLC
3801 PGA BOULEVARD, SUITE 603
PALM BEACH GARDENS, FL 33410
X
Signatures
By: /s/ Jason Reese5/15/2023
**Signature of Reporting PersonDate

Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO5/15/2023
**Signature of Reporting PersonDate

Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO5/15/2023
**Signature of Reporting PersonDate

Imperial Capital Group Holdings II, LLC By: /s/ Jason Reese, its Authorized Signatory5/15/2023
**Signature of Reporting PersonDate
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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Great Elm (NASDAQ:GEG)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024 Haga Click aquí para más Gráficas Great Elm.
Great Elm (NASDAQ:GEG)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024 Haga Click aquí para más Gráficas Great Elm.