FORM 4
[ X ] 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)
6/5/2019
(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   6/5/2019     S    55100   (1) D $8.4812   (2) 1015508   (3) 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) 55,100 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. and (ii) 0 shares of Common Stock sold by Mast Admiral Master Fund, L.P.
(2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.48to $8.4934, inclusive, on June 5, 2019
(3)  Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 943,961 shares held by Mast Select Opportunities Master Fund, L.P and (ii) 71,547 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.

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 6/7/2019
** Signature of Reporting Person Date
/s/ David J. Steinberg 6/7/2019
** 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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