Statement of Changes in Beneficial Ownership (4)
August 19 2022 - 07:31PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Reese Jason W. |
2. Issuer Name and Ticker or Trading Symbol
Great Elm Group, Inc.
[
GEG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O IMPERIAL CAPITAL ASSET MANAGEMENT, 3801 PGA BOULEVARD, SUITE 603 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/17/2022 |
(Street)
PALM BEACH GARDENS, FL 33410
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock, par value $0.01 per share ("Common Stock") | 8/17/2022 | | P(1) | | 2027 | A | $2.05 | 4793837 | I | See Footnotes (2)(3) |
Common Stock | | | | | | | | 405085 | D (3) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan established by Long Ball Partners, LLC ("Long Ball") on June 15, 2022. |
(2) | Consists of 3,423,853 shares held directly by Long Ball and 1,369,984 shares held directly by Imperial Capital Asset Management, LLC ("ICAM"). Mr. Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of ICAM, which is the managing member of and investment manager to Long Ball. |
(3) | Each of Mr. Reese, ICAM and Long Ball disclaims beneficial ownership of the securities reported herein, except to the extent of that person's pecuniary interest. |
Remarks: Mr. Reese is a director and Executive Chairman of the Issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Reese Jason W. C/O IMPERIAL CAPITAL ASSET MANAGEMENT 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS, FL 33410 | X | X |
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Imperial Capital Asset Management, LLC 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS, FL 33410 |
| X |
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LONG BALL PARTNERS LLC C/O IMPERIAL CAPITAL ASSET MANAGEMENT 3801 PGA BOULEVARD, SUITE 603 PALM BEACH GARDENS, FL 33410 |
| X |
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Signatures
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Jason Reese, By: /s/ Jason Reese | | 8/19/2022 |
**Signature of Reporting Person | Date |
Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman & CEO | | 8/19/2022 |
**Signature of Reporting Person | Date |
Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Chairman & CEO | | 8/19/2022 |
**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). |
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. |
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