Amended Statement of Beneficial Ownership (sc 13d/a)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934*

(Amendment No. 10)

 

 

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

3801 PGA Boulevard, Suite 603

Palm Beach Gardens, Florida 33410

[phone]

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

June 5, 2023

(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).

 

 

 

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CUSIP No. 39036P209				Page 2 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

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     7,698,535*
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     7,698,535*
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     7,698,535*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     23.5%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     IA

 

*

Includes 2,121,348 shares of common stock, par value $0.001 per share, of the Issuer (“Common Stock”) underlying (i) a 5.0% Convertible Senior PIK Note due 2030 (the “Original Note”) 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, and (ii) additional 5.0% Convertible Senior PIK Notes due 2030 (together with the Original Note, the “Notes”) issued by the Issuer as interest pursuant to the terms of the Notes.

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CUSIP No. 39036P209				Page 3 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

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     6,789,451*
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     6,789,451*
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     6,789,451*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     20.7%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

 

*	Includes 2,121,348 shares of Common Stock underlying the Notes.

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CUSIP No. 39036P209				Page 4 of 8 Pages

 

1		NAMES OF REPORTING PERSONS     Imperial Capital Group Holdings II, 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

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     460,900
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     460,900
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     460,900
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     1.5%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     OO

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CUSIP No. 39036P209				Page 5 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

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     8,889,496*
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     8,889,496*
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     8,889,496*
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     27.1%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)     IN, HC

 

*	Includes 2,121,348 shares of Common Stock underlying the Notes.

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CUSIP No. 39036P209				Page 6 of 8 Pages

 

Explanatory Note: This Amendment No. 10 (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, Amendment No. 3 to the Initial 13D filed on May 11, 2022, Amendment No. 4 to the Initial 13D filed on June 13, 2022, Amendment No. 5 to the Initial 13D filed on September 30, 2022, Amendment No. 6 to the Initial 13D filed on December 27, 2022, Amendment No. 7 to the Initial 13D filed on January 5, 2023, Amendment No. 8 to the Initial 13D filed on January 10, 2023, and Amendment No. 9 to the Initial 13D filed on May 15, 2023 (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”);

 

•

Imperial Capital Group Holdings II, LLC (“ICGH2”); 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			$	641,658.30

Shares held directly by Mr. Reese (and not beneficially owned by Long Ball, ICAM or ICGH2) were issued to him in consideration of his service as Chief Executive Officer of the Issuer and Chairman of the Board.

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 30,643,918 shares of Common Stock outstanding as of April 27, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023.

(c) In the sixty days preceding the date of this Amendment, or since the filing of the last amendment to the Initial 13D by the Reporting Persons, whichever is less, the Reporting Persons purchased 23,638 shares of Common Stock of the Issuer, the details of which are set forth in the table below, in open market transactions pursuant to the 10b5-1 Plan.

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CUSIP No. 39036P209				Page 7 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			05/18/2023				50,000			$	1.97			N/A
Long Ball		Open Market Purchase			05/19/2023				243,990			$	2.00			$1.96 - $2.05
Long Ball		Open Market Purchase			05/22/2023				2,613			$	2.06			N/A
Long Ball		Open Market Purchase			05/26/2023				4,491			$	2.05			$2.045 - $2.05
Long Ball		Open Market Purchase			05/31/2023				4,678			$	2.06			$2.00 - $2.06
Long Ball		Open Market Purchase			06/02/2023				3,005			$	2.10			$2.075 - $2.12
Long Ball		Open Market Purchase			06/05/2023				8,851			$	2.08			$2.04 - $2.10
Long Ball		Open Market Purchase			06/06/2023				2,970			$	2.10			N/A

 

(d)	Not applicable.

(e)	Not applicable.

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CUSIP No. 39036P209				Page 8 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 7, 2023

 

Imperial Capital Asset Management, LLC
By:		/s/ Jason Reese
		Jason Reese, Chairman & CEO
Long Ball Partners, LLC
By: Imperial Capital Asset Management, LLC its Managing Member
By:		/s/ Jason Reese
		Jason Reese, Chairman & CEO
Imperial Capital Group Holdings II, LLC
By:		/s/ Jason Reese
		Jason Reese, its Authorized Signatory
Jason Reese
/s/ Jason Reese