Property Submission

FORM 4

Check this box if you are no longer subject to section 16, the obligations of Form 4 or Form 5 may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN THE EFFECTIVE BENEFICIARIES OF THE SHARES Filed under 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 *

Reese Jason W.

2. Name of issuer and stock symbol or trading symbol
Great Elm Group, Inc. [GEG]

5. Relationship between the reporting person(s) and the issuer
(Check all that apply)

__X__ Director

_____ 10% Owner

_____ Officer (indicate title below)

_____ Other (specify below)

(Last)

(First)

(Middle)

A/S IMPERIAL CAPITAL ASSET MANAGEMENT, 3801 PGA BOULEVARD, SUITE 603

3. Date of first transaction (month/day/year)

(Street)

PALM BEACH GARDENS

Florida

33410

4. In case of modification, date of filing of the original (month/day/year)

6. Individual or joint/group filing (check applicable row)
___ Form filed by a reporting person
_X_ Form filed by more than one declarant

Table I – Non-derivative securities acquired, sold or beneficially owned

1. Title of guarantee

2. Transaction date (month/day/year)

2A. Deemed execution date, if applicable (month/day/year)

3. Transaction code

4. Securities acquired (A) or transferred (D)

5. Amount of securities beneficially owned as a result of the reported transaction(s)

6. Form of ownership: direct (D) or indirect (I)

7. Nature of Indirect Beneficial Ownership

Coded

V

Rising

(A) or (D)

Price

Table II – Beneficial ownership derivative securities (for exampleputs, calls, warrants, options, convertible securities)
(for exampleputs, calls, warrants, options, convertible securities)

1. Title of derivative title

2. Conversion or exercise price of the derivative security

3. Transaction date (month/day/year)

3A. Deemed execution date, if applicable (month/day/year)

4. Transaction code

5. Number of derivative securities acquired (A) or sold (D)

6. Exercise date and expiry date

7. Title and amount of the securities underlying the derivative securities

8. Price of derivative securities

9. Number of derivative securities beneficially owned as a result of reported transactions

10. Form of ownership of derivative securities: direct (D) or indirect (I)

11. Nature of Indirect Beneficial Ownership

Coded

V

(A)

(D)

Exercise date

Expiration date

Title

Amount or number of shares

Reporting owners

Name/address of declaring owner Relationships

Director

10% Owner

Officer

Other

Reese Jason W.
A/S IMPERIAL CAPITAL ASSET MANAGEMENT
3801 PGA BOULEVARD, UNIT 603
PALM BEACH GARDENS, FL33410

X

X

Imperial Capital Asset Management, LLC
3801 PGA BOULEVARD, UNIT 603

PALM BEACH GARDENS, FL33410

X

LONG BALL PARTNERS LLC
A/S IMPERIAL CAPITAL ASSET MANAGEMENT
3801 PGA BOULEVARD, UNIT 603
PALM BEACH GARDENS, FL33410

X

Signatures

Jason Reese, by: /s/ Jason Reese

2022-05-25

**Signature of declaring person

Date

Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Chairman and Chief Executive Officer

2022-05-25

**Signature of declaring person

Date

Imperial Capital Asset Management, LLC, by: /s/ Jason Reese, Chief Executive Officer

2022-05-25

**Signature of declaring person

Date

Explanation of answers:

If the form is completed by several declarants, see

Section 5(b)(v).

(**) Intentional misrepresentation or omission of facts are federal criminal offenses. See

18 USC 1001 and 15 USC 78ff(a).

(1)

Consists of 2,904,498 shares held directly by Long Ball Partners, LLC (“Long Ball”) and 1,369,984 shares held directly by Imperial Capital Asset Management, LLC (“ICAM”). Mr. Reese is a portfolio manager of Long Ball and is Chairman and Chief Executive Officer of ICAM, which is a member of management and investment manager of Long Ball.

(2)

Mr. Reese, ICAM and Long Ball each disclaim beneficial ownership of the securities stated herein, except to the extent of such person’s pecuniary interest.

(3)

Consists of shares held directly by Mr. Reese. Note: Submit three copies of this form, one of which must be manually signed. If space is insufficient, See

Instruction 6 for the procedure. Potential individuals who need to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Warning Great Elm Group Inc. published this content on May 25, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, onMay 26, 2022 05:51:44 UTC

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