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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   Middleton International Ltd 2. Date of Event Requiring Statement (Month/Day/Year) 07/15/2014 3. Issuer Name and Ticker or Trading Symbol Great American Group, Inc. [GAMR] (Last) (First) (Middle) C/O ELLIOTT MANAGEMENT CORPORATION, 40 WEST 57TH STREET, 4TH FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) NEW YORK, NY 10019 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

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, par value $0.0001 per share 1,499,270 D (1) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Middleton International Ltd C/O ELLIOTT MANAGEMENT CORPORATION 40 WEST 57TH STREET, 4TH FLOOR NEW YORK, NY 10019	Â	  X	Â	Â

Signatures

By: /s/ Elliot Greenberg, Vice President for Middleton International Limited		07/25/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Securities owned directly by Middleton International Limited ("Middleton"), a wholly-owned subsidiary of Elliott International, L.P. ("Elliott International"). Effective July 15, 2014, Elliott International contributed the securities of the Issuer owned by it to Middleton in a transaction that effected only a change in the form of Elliott International's beneficial ownership of, without changing its pecuniary interest in, such securities. Each of Middleton and Elliott International disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

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