This Amendment No. 20 (this “Amendment”) to the Schedule 13D
(the “Schedule 13D”) is being filed on behalf of MAST Capital
Management, LLC, a Delaware limited liability company (“MAST
Capital”), and Mr. David J. Steinberg, the principal of
MAST Capital (together with MAST Capital, the “Reporting Persons”),
relating to Common Stock, $0.01 Par Value (the “Common Stock”), of
Great Elm Capital Corp., a Maryland corporation (the “Issuer”).
This Amendment relates to Common Stock of the Issuer purchased by
MAST Capital through the accounts of certain private funds
(collectively, the “MAST Accounts”). MAST Capital serves as the
investment manager to the MAST Accounts and may direct the vote and
disposition of 592,000 shares of Common Stock held by the MAST
Accounts. As the principal of MAST Capital, Mr. Steinberg may
direct the vote and disposition of the 592,000 shares of Common
Stock held by the MAST Accounts.
The information set forth in response to each Item below shall be
deemed to be a response to all Items where such information is
relevant. The Schedule 13D is supplementally amended as
follows.
| Item 5. |
Interest in Securities of the Issuer
|
(a) The aggregate percentage of Common Stock reported to be owned
by the Reporting Persons is based upon 10,062,682 shares of Common
Stock outstanding, which is the total number of shares of Common
Stock outstanding as of August 6, 2019, as reported in the
Issuer’s Form 10-Q filed
with the Securities and Exchange Commission by the Issuer on
August 13, 2019.
MAST Capital, as the investment manager of the MAST Accounts, may
be deemed to beneficially own the 592,000 shares of Common Stock
held by the MAST Accounts, representing approximately 5.88% of the
issued and outstanding shares of Common Stock of the Issuer.
In addition, Mr. Steinberg, as the principal of MAST Capital,
the investment manager of the MAST Accounts, may also be deemed to
beneficially own the 592,000 shares of Common Stock beneficially
owned by the MAST Accounts, representing approximately 5.88% of the
issued and outstanding shares of Common Stock of the Issuer.
MAST Capital and Mr. Steinberg disclaim beneficial ownership
of the Common Stock held by the MAST Accounts except to the extent
of their pecuniary interest therein.
(b) MAST Capital and Mr. Steinberg have the shared power to
vote and dispose of the Common Stock owned by the MAST Accounts
reported in this Schedule 13D.
The filing of this Schedule 13D shall not be construed as admission
that MAST Capital or Mr. Steinberg is, for the purposes of
Section 13(d) or 13(g) of the Act, or otherwise, the
beneficial owner of any of the 592,000 shares of Common Stock owned
by the MAST Accounts. Pursuant to Rule 13d-4, MAST Capital and
Mr. Steinberg disclaim all such beneficial ownership.
(c) The trading dates, number of shares of Common Stock purchased
or sold, and the price per share of Common Stock for all
transactions by the Reporting Persons in shares of Common Stock
within the last 60 days, all of which were brokered transactions,
are set forth below.
