Form 4: Northern Right Capital Transfers Shares and Notes in Great Elm Group
SEC Form 4 Filing
Northern Right Capital Management, L.P. transferred shares and convertible notes of Great Elm Group, Inc. to Northern Right Long Only Master Fund LP.
Summary
- Northern Right Capital Management, L.P., along with related entities, filed a Form 4 detailing changes in beneficial ownership of Great Elm Group, Inc. securities.
- 409,577 shares of common stock were transferred from Northern Right Capital (QP), L.P. to Northern Right Long Only Master Fund LP for no consideration.
- An aggregate principal amount of $612,413 of 5.0% Convertible Senior PIK Notes due 2030, representing a conversionary interest in 176,376 shares of common stock, was also transferred from Northern Right Capital (QP), L.P. to Northern Right Long Only Master Fund LP for no consideration.
- Northern Right Capital (QP), L.P. beneficially owns 1,869,901 shares of common stock, and managed accounts hold 1,963,690 shares.
- Northern Right Capital (QP), L.P. has agreed to forbear from exercising its rights to convert the notes into common stock until January 13, 2026.
Sentiment
Score: 5
Explanation: The document is a routine filing detailing ownership changes, with no clear positive or negative implications for the company's performance or outlook.
Future Outlook
Northern Right Capital (QP), L.P. has agreed to not convert the notes into common stock until January 13, 2026.
Industry Context
This filing reflects changes in ownership structure and investment positions within Great Elm Group, which is common in the financial industry.
Comparison to Industry Standards
- Form 4 filings are standard practice for reporting changes in beneficial ownership by insiders and significant shareholders in publicly traded companies.
- The transfer of shares and convertible notes between related entities is not uncommon and can be part of internal restructuring or investment strategy adjustments.
- The forbearance agreement is a specific arrangement that is not always present in such filings, indicating a specific agreement between the parties.
Related Party Transactions
- The transfer of shares and notes between Northern Right Capital (QP), L.P. and Northern Right Long Only Master Fund LP is a related party transaction.
Stakeholder Impact
- The transfer of shares and notes may have a minor impact on shareholders, as it changes the ownership structure within the Northern Right Capital group.
- The forbearance agreement may provide some stability to the stock price by delaying potential dilution from the conversion of notes.
Key Dates
| Date | Description |
|---|---|
| 01/13/2025 | Date of the share and note transfers and the forbearance agreement. |
| 01/13/2026 | Date until which Northern Right QP has agreed to forbear from converting the notes into common stock. |
| 02/26/2030 | Expiration date of the 5.0% Convertible Senior PIK Notes. |
| 01/15/2025 | Date of filing of the Form 4. |
Keywords
Form 4, Beneficial Ownership, Great Elm Group, Northern Right Capital, Convertible Notes, Common Stock, Share Transfer, Forbearance Agreement
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