Amendment: New insider Woodstead Value Fund Lp claimed ownership of 4,875,942 shares (SEC Form 3)
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| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/27/2025 |
3. Issuer Name and Ticker or Trading Symbol
Great Elm Group, Inc. [ GEG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 09/08/2025 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 4,875,942(1)(2) | D(1)(2) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant (Right to Buy) | (3) | (3) | Common Stock | 1,000,000(3) | $3.5 | D(1)(3) | |
| Warrant (Right to Buy) | (4) | (4) | Common Stock | 1,000,000(4) | $5 | D(1)(4) | |
| Explanation of Responses: |
| 1. Randall D. Smith is the beneficial owner of 100% of the interests in Woodstead Value Fund, L.P. ("WVF"), and shares voting and dispositive power over and may be deemed to beneficially own such shares held by WVF. Each Reporting Person disclaims beneficial ownership over any securities other than to the extent of any pecuniary interest it or he may have therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| 2. Includes 4,000,000 shares of the Issuer's common stock, par value $0.001 (the "Common Stock"), acquired by WVF from the Issuer at a purchase price of $2.25 per share for an aggregate purchase price of $9,000,000 in a private placement transaction pursuant to a Securities Purchase Agreement, dated August 27, 2025 (the "SPA"). |
| 3. Pursuant to the SPA, WVF acquired a warrant to purchase up to 1,000,000 shares of Common Stock, with an exercise price of $3.50 per share (the "Series A Warrant"). The Series A Warrant may be exercised on or after the one-year anniversary from the original issuance date, which is August 27, 2026 (the "Series A Warrant Exercisability Date"). The Series A Warrant expires on the tenth anniversary of the Series A Warrant Exercisability Date, which is August 27, 2036. |
| 4. Pursuant to the SPA, WVF acquired a warrant to purchase up to 1,000,000 shares of Common Stock, with an exercise price of $5.00 per share (the "Series B Warrant"). The Series B Warrant may be exercised on or after the three-year anniversary from the original issuance date, which is August 27, 2028 (the "Series B Warrant Exercisability Date"). The Series B Warrant expires on the tenth anniversary of the Series B Warrant Exercisability Date, which is August 27, 2038. |
| Remarks: |
| This amendment is being filed to include Woodstead Value Fund, L.P., the direct owner of the securities reported herein, as a Reporting Person. Woodstead Value Fund, L.P. was not included on the original Form 3 due to a delay in obtaining EDGAR codes from the U.S. Securities and Exchange Commission. |
| /s/ Thomas Del Bosco, as Vice President, Secretary and Treasurer of Woodstead Investment Associates, LLC, General Partner of Woodstead Value Fund, L.P. | 10/08/2025 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||