Sec Form 3 Filing - ICAM Holdings, LLC @ Great Elm Group, Inc. - 2024-11-30

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ICAM Holdings, LLC 2. Issuer Name and Ticker or Trading Symbol Great Elm Group, Inc. [ GEG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 10% owner group (Last) (First) (Middle) 3801 PGA BLVD., SUITE 603 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2024 (Street) PALM BEACH GARDENS, FL33410 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common stock, par value $0.001 per share ("Common Stock") 5,918,746 I See Footnotes ( 1 ) ( 2 ) ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 5.0% Convertible Senior PIK Note due 2030 $ 3.4722 ( 4 ) 02/26/2020 02/26/2030 Common Stock 2,284,456 ( 4 ) ( 5 ) I See Footnotes ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ICAM Holdings, LLC 3801 PGA BLVD., SUITE 603 PALM BEACH GARDENS, FL33410 Member of 10% owner group Signatures ICAM Holdings, LLC, By: /s/ Jason Reese, Jason Reese, Chairman & CEO 12/10/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held directly by Long Ball Partners, LLC ("Long Ball") and ICAM Holdings, LLC ("ICAM Holdings"). Jason Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of ICAM Holdings, which is the managing member of Long Ball. Mr. Reese separately made a Form 3 filing with respect to the Issuer's predecessor on March 6, 2020. ICAM Holdings may be deemed to be the beneficial owner of the securities directly held by Long Ball. ( 2 )Consists of 5,009,662 shares held directly by Long Ball and 909,084 shares held directly by ICAM Holdings. ( 3 )ICAM Holdings disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest. ( 4 )Subject to the Forbearance Agreement discussed in note (5) below, Long Ball has the right, at its option, to convert all or any portion of its $7,932,105 5.0% Convertible Senior PIK Notes due 2030 (including interest paid in the form of PIK Notes) issued by the Issuer (the "Notes") at any time prior to the close of business on the second business day immediately preceding the maturity date of the Notes into Common Stock the Issuer at an initial conversation rate of 288.0018 shares of Common Stock per $1,000 principal amount and an initial conversion price of $3.4722 per share (subject to, and in accordance with, the terms of the Notes). ( 5 )Long Ball entered into a letter agreement (the "Forbearance Agreement") with the Issuer, pursuant to which Long Ball irrevocably agreed to forbear from exercising its right to convert the Notes (and any additional notes issued pursuant to the Notes) into Common Stock until November 10, 2025. The Forbearance Agreement may only be amended or terminated by a written amendment, fully executed and delivered by Long Ball with no less than 61 days' prior written notice to the Issuer.

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).

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