Amendment: SEC Form SCHEDULE 13G/A filed by Great Elm Group Inc.
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Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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Great Elm Group, Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
39037G109 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 39037G109 |
| 1 | Names of Reporting Persons
PC Elfun LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,070,041.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Item 9 represents 3,070,041 shares of common stock issuable upon the conversion of 5.00% convertible senior PIK notes due 2030 of the Issuer (the "Convertible Notes") after giving effect to the 9.9% conversion cap set forth in the Letter Agreement, dated as of June 13, 2025, by and between PC Elfun LLC and the Issuer (the "Letter Agreement").
Item 11 is calculated based upon an aggregate of (i) 27,940,476 shares of common stock outstanding as of May 2, 2025, as reported on the Issuer's Form 10-Q, filed on May 7, 2025, as increased by (ii) 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.
SCHEDULE 13G
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| CUSIP No. | 39037G109 |
| 1 | Names of Reporting Persons
Pine Crest Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,070,041.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Item 9 represents 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.
Item 11 is calculated based upon an aggregate of (i) 27,940,476 shares of common stock outstanding as of May 2, 2025, as reported on the Issuer's Form 10-Q, filed on May 7, 2025, as increased by (ii) 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.
SCHEDULE 13G
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| CUSIP No. | 39037G109 |
| 1 | Names of Reporting Persons
Michael Hughes | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,070,041.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Item 9 represents 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.
Item 11 is calculated based upon an aggregate of (i) 27,940,476 shares of common stock outstanding as of May 2, 2025, as reported on the Issuer's Form 10-Q, filed on May 7, 2025, as increased by (ii) 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.
SCHEDULE 13G
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| CUSIP No. | 39037G109 |
| 1 | Names of Reporting Persons
Daniel J. Hopkins | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,070,041.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Item 9 represents 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.
Item 11 is calculated based upon an aggregate of (i) 27,940,476 shares of common stock outstanding as of May 2, 2025, as reported on the Issuer's Form 10-Q, filed on May 7, 2025, as increased by (ii) 3,070,041 shares of common stock issuable upon the conversion of the Convertible Notes after giving effect to the conversion cap described above.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Great Elm Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
The Company's principal executive offices are located at 3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being jointly filed by each of the persons below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons":
(i) PC Elfun LLC
(ii) Pine Crest Capital LLC
(iii) Michael Hughes
(iv) Daniel J. Hopkins | |
| (b) | Address or principal business office or, if none, residence:
The address of the Reporting Persons is: 3547 53rd Avenue West, #220, Bradenton, FL 34210. | |
| (c) | Citizenship:
PC Elfun LLC and Pine Crest Capital LLC are limited liability companies formed in Delaware.
Michael Hughes is a citizen of the United States.
Daniel J. Hopkins is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
39037G109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
The Reporting Persons are entitled from time to time at their option to convert the Convertible Notes into shares of Common Stock at a conversion rate of $3.4722 per share. As of June 30, 2025, PC Elfun LLC directly held $11,393,685 of Convertible Notes convertible into an aggregate of 3,281,402 shares of Common Stock of the Issuer, or 10.5% of the outstanding shares of Common Stock of the Issuer, assuming the exchange of all Convertible Notes held by PC Elfun LLC into shares of Common Stock, in accordance with Rule 13d-3 of the Act. However, pursuant to the Letter Agreement, the Convertible Notes held by PC Elfun LLC are subject to a 9.9% conversion cap, and as a result, as of June 30, 2025, PC Elfun LLC was entitled to convert the Convertible Notes into a maximum of 3,070,041 shares of Common Stock of the Issuer.
PC Elfun LLC is managed by Pine Crest Capital LLC, which is jointly owned by Michael Hughes and Daniel J. Hopkins. Pine Crest Capital LLC, Michael Hughes and Daniel J. Hopkins each may be deemed to beneficially own the Convertible Notes owned by PC Elfun LLC, but disclaim such beneficial ownership. The Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13G. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Exhibit Information
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Exhibit 1 Joint Filing Agreement, dated as of February 8, 2022, incorporated by reference to the Schedule 13G/A filed by the Reporting Persons on February 9, 2022. |