Sec Form 3 Filing - Imperial Capital Asset Management, LLC @ Great Elm Capital Group, Inc. - 2020-02-26

FORM 3 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 Imperial Capital Asset Management, LLC 2. Issuer Name and Ticker or Trading Symbol Great Elm Capital Group, Inc. [ GEC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 10100 SANTA MONICA BLVD., SUITE 2400, 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2020 (Street) LOS ANGELES, CA90067 4. If Amendment, Date Original Filed (MM/DD/YY) 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, par value $0.001 per share 2,319,887 I See Footnote ( 1 )

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 ( 2 ) 02/26/2020 02/26/2030 Common stock, par value $0.001 per share 1,843,211 ( 2 ) I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Imperial Capital Asset Management, LLC 10100 SANTA MONICA BLVD., SUITE 2400 LOS ANGELES, CA90067 X LONG BALL PARTNERS LLC C/O IMPERIAL CAPITAL ASSET MANAGEMENT 10100 SANTA MONICA BLVD., SUITE 2400 LOS ANGELES, CA90067 X Reese Jason W. C/O IMPERIAL CAPITAL ASSET MANAGEMENT 10100 SANTA MONICA BLVD., SUITE 2400 LOS ANGELES, CA90067 X X Signatures Long Ball Partners, LLC, By: Imperial Capital Asset Management, LLC, its Managing Member, By: /s/ Jason Reese, Jason Reese, Chairman & CEO 03/06/2020 Signature of Reporting Person Date Imperial Capital Asset Management, LLC, By: /s/ Jason Reese, Jason Reese, Chairman & CEO 03/06/2020 Signature of Reporting Person Date /s/ Jason Reese 03/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are held directly by Long Ball Partners, LLC ("Long Ball"). Jason Reese is portfolio manager to Long Ball and is Chairman and Chief Executive Officer of Imperial Capital Asset Management, LLC ("ICAM"), which is the managing member and investment manager to Long Ball. Mr. Reese and ICAM each may be deemed to be the beneficial owner of the securities directly held by Long Ball. Each of Mr. Reese and ICAM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. ( 2 )Long Ball has the right, at its option, to convert all or any portion of its $6,400,000 5.0% Convertible Senior PIK Note due 2030 issued by the Issuer (the "Note") at any time prior to the close of business on the second business day immediately preceding the maturity date of the Note into common stock, par value $0.001 per share, of the Issuer (the "Common Stock") at an initial conversation rate of 288.0018 shares of Common Stock per $1,000 principal amount and an initial conversion price of $3.4722 per share (subject to, and in accordance with, the terms of the Note).

Remarks: Mr. Reese is a director and Executive Co-Chairman of the Issuer.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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