Great Elm Group, Inc. 10-Q

Item 5. Other Information. None. 51 Item 6. E xhibits. EXHIBIT INDEX All references are to filings by Great Elm Group, Inc. (the Registrant ) with the SEC under File No. 001-39832. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated December 21, 2020, by and among Great Elm Capital Group, Inc., Great Elm Group, Inc. and Forest Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on December 29, 2020) 3.1 Certificate of Incorporation of Great Elm Group, Inc., dated October 23, 2020 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 29, 2020) 3.2 Bylaws of Great Elm Group, Inc., dated October 23, 2020 (incorporated by reference to Exhibit 3.2 to the Form 8-K filed on December 29, 2020) 4.1 Form of Great Elm Group, Inc. Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on December 29, 2020) 4.2 Certificate of Designation of Series A Junior Participating Cumulative Preferred Stock of Great Elm Group, Inc., dated December 23, 2020 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on December 29, 2020) 4.3 Stockholders’ Rights Agreement, dated as of December 29, 2020, between Great Elm Group, Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on December 29, 2020) 4.4 Form of 5.0% Convertible Senior PIK Notes due 2030 (incorporated by reference to Exhibit 4.4 to the Form 8-K filed on December 29, 2020) 4.5 Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.5 to the Form 8-K filed on December 29, 2020) 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 Materials from the Great Elm Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, formatted in inline Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Stockholders’ Equity and Contingently Redeemable Non-Controlling Interest, (iv) Condensed Consolidated Statements of Cash Flows, and (v) related Notes to the Condensed Consolidated Financial Statements, tagged in detail (furnished herewith). 104 The cover page from the Great Elm Group, Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, formatted in inline XBRL (included as Exhibit 101). *Filed herewith. 52 SIGNAT URES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GREAT ELM GROUP, INC. Date: February 16, 2021 /s/ Peter A. Reed Peter A. Reed Chief Executive Officer Date: February 16, 2021 /s/ Brent J. Pearson Brent J. Pearson Chief Financial Officer 53