Sec Form 3/A Filing - Northern Right Long Only Master Fund LP @ Great Elm Group, Inc. - 2025-01-13

FORM 3/A 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 Northern Right Long Only Master Fund LP 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 13D 10% Group (Last) (First) (Middle) 9 OLD KINGS HWY S., 4TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 01/13/2025 (Street) DARIEN, CT06820 4. If Amendment, Date Original Filed (MM/DD/YY) 01/23/2025 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)

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 409,577 ( 1 ) I See Footnote ( 2 )

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 01/13/2026( 3 ) 02/26/2030 Common Stock 176,376 ( 4 ) I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Northern Right Long Only Master Fund LP 9 OLD KINGS HWY S., 4TH FLOOR DARIEN, CT06820 Member of 13D 10% Group Northern Right Fund GP LLC C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P. 9 OLD KINGS HWY S., 4TH FLOOR DARIEN, CT06820 Member of 13D 10% Group Signatures Northern Right Long Only Master Fund LP, By: Northern Right Fund GP LLC, its general partner, By: /s/ Richard Billig, attorney-in-fact for authorized signatory 04/04/2025 Signature of Reporting Person Date Northern Right Fund GP LLC, By: /s/ Richard Billig, attorney-in-fact for authorized signatory 04/04/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), acquired by Northern Right Long Only Master Fund LP ("NRC LO") in connection with a rebalancing transaction by Northern Right Capital Management, L.P. whereby Northern Right Capital (QP), L.P. ("Northern Right QP") transferred 409,577 shares of Common Stock to NRC LO. ( 2 )As general partner of NRC LO, Northern Right Fund GP LLC ("NRC Fund GP") may be deemed to be the beneficial owner of the securities held by NRC LO. NRC Fund GP disclaims beneficial ownership of the securities reported herein that may be beneficially owned by NRC LO, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that NRC Fund GP is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 3 )On January 13, 2025, NRC LO entered into a letter agreement (the "Forbearance Agreement") with the Issuer, Northern Right QP and Matthew A. Drapkin, pursuant to which NRC LO irrevocably agreed to forbear from exercising its rights to convert its 5.0% Convertible Senior PIK Notes due 2030 (the "Notes") (and any additional Notes issued pursuant to the Notes) into Common Stock until January 13, 2026. ( 4 )Represents an aggregate principal amount of $612,413 of the Notes constituting a conversionary interest, subject to adjustment as provided in the Notes, in 176,376 shares of Common Stock acquired by NRC LO in connection with a rebalancing transaction by Northern Right Capital Management, L.P. whereby Northern Right Capital (QP), L.P. ("Northern Right QP") transferred such Notes to NRC LO.

Remarks: The Reporting Persons are jointly filing this Form 3.

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).

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