FORM 4
[ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mast Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol

Great Elm Capital Corp. [ GECC ]
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)

31 ST. JAMES AVENUE, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

10/17/2017
(Street)

BOSTON, MA 02116
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/17/2017     S    29954   (1) D $10.0904   (2) 5103964   (3) I   See footnotes   (4) (5)
Common Stock   10/18/2017     S    16702   (6) D $10.1415   (7) 5087262   (8) I   See footnotes   (4) (5)
Common Stock   10/19/2017     S    2500   (9) D $10.1714   (10) 5084762   (11) I   See footnotes   (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  Represents shares of Common Stock, $0.01 Par Value, of Great Elm Capital Corp., a Maryland corporation (the "Common Stock" and the "Issuer"), sold by the following Mast Accounts: (i) 15,848 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P.; and (ii) 14,106 shares of Common Stock sold by Mast Credit Opportunities I Master Fund Limited
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.07 to $10.17, inclusive, on October 17, 2017.
(3)  Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,617,646 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 2,330,026 shares held by Mast Credit Opportunities I Master Fund Limited; and (iii) 156,292 shares held by Mast Admiral Master Fund, L.P.
(4)  As the investment advisor of certain private investment funds (collectively, the "MAST Accounts"), including those disclosed herein, MAST Capital Management, LLC ("MAST Capital") may be deemed to be the beneficial owner of the shares of Common Stock held by the MAST Accounts disclosed herein. MAST Capital also has the right to an asset-based fee relating to the MAST Accounts. Pursuant to Rule 16a-1, MAST Capital disclaims such beneficial ownership, except to the extent of its pecuniary interest therein.
(5)  Mr. Steinberg may also be deemed to beneficially own the shares of Common Stock beneficially owned (or deemed to be beneficially owned) by MAST Capital, as he is the principal of MAST Capital. Pursuant to Rule 16a-1, Mr. Steinberg disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.
(6)  Represents shares of Common Stock sold by the following Mast Accounts: (i) 8,836 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P.; and (ii) 7,866 shares of Common Stock sold by Mast Credit Opportunities I Master Fund Limited
(7)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.10 to $10.25, inclusive, on October 18, 2017.
(8)  Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,608,810 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 2,322,160 shares held by Mast Credit Opportunities I Master Fund Limited; and (iii) 156,292 shares held by Mast Admiral Master Fund, L.P.
(9)  Represents shares of Common Stock sold by the following Mast Accounts: (i) 1,323 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P.; and (ii) 1,177 shares of Common Stock sold by Mast Credit Opportunities I Master Fund Limited
(10)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.10 to $10.26, inclusive, on October 19, 2017.
(11)  Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,607,487 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 2,320,983 shares held by Mast Credit Opportunities I Master Fund Limited; and (iii) 156,292 shares held by Mast Admiral Master Fund, L.P.

Remarks:
The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (7) to this Form 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mast Capital Management, LLC
31 ST. JAMES AVENUE
6TH FLOOR
BOSTON, MA 02116

X

Steinberg David J.
31 ST. JAMES AVENUE
6TH FLOOR
BOSTON, MA 02116

X


Signatures
MAST CAPITAL MANAGEMENT, LLC, By: /s/ David J. Steinberg, Name: David J. Steinberg, Title: Authorized Signatory 10/19/2017
** Signature of Reporting Person Date

/s/ David J. Steinberg 10/19/2017
** 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 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).
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 control number.
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