Statement of Changes in Beneficial Ownership (4)
October 01 2020 - 5:49PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Great Elm Capital Group, Inc. |
2. Issuer Name and Ticker or Trading Symbol
Great Elm Capital Corp.
[
GECC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
800 SOUTH STREET, SUITE 230 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2020 |
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(Street)
WALTHAM, MA 02453
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/15/2020 | | A(1) | | 49828 | A | $0.00 | 2016495 | D | |
| Common Stock | 5/15/2020 | | A(1) | | 5700 | A | $0.00 | 230700 | I | Great Elm Opportunities Fund I, LP |
| Common Stock | 6/15/2020 | | A(1) | | 26939 | A | $0.00 | 2043434 | D | |
| Common Stock | 6/15/2020 | | A(1) | | 4447 | A | $0.00 | 235147 | I | Great Elm Opportunities Fund I, LP |
| Common Stock | 7/15/2020 | | A(1) | | 28214 | A | $0.00 | 2071648 | D | |
| Common Stock | 7/15/2020 | | A(1) | | 4641 | A | $0.00 | 239788 | I | Great Elm Opportunities Fund I, LP |
| Common Stock | 8/21/2020 | | A(1) | | 31546 | A | $0.00 | 2103194 | D | |
| Common Stock | 8/21/2020 | | A(1) | | 4337 | A | $0.00 | 244125 | I | Great Elm Opportunities Fund I, LP |
| Common Stock | 9/21/2020 | | A(1) | | 39044 | A | $0.00 | 2142238 | D | |
| Common Stock | 9/21/2020 | | A(1) | | 4532 | A | $0.00 | 248657 | I | Great Elm Opportunities Fund I, LP |
| Common Stock | 9/28/2020 | | X | | 2103194 (2) | A | $2.95 | 4245432 | D | |
| Common Stock | 9/28/2020 | | X | | 151894 (3) | A | $2.95 | 400551 | I | Great Elm Opportunities Fund I, LP |
| Common Stock | 10/1/2020 | | J | | 863337 (4) | A | $2.95 | 5108769 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Subscription Rights | $2.95 | 9/28/2020 | | X | | | 2103194 | 9/8/2020 | 9/28/2020 | Common Stock | 2103194 | $0.00 | 0 | D | |
| Subscription Rights | $2.95 | 9/28/2020 | | X | | | 151894 | 9/8/2020 | 9/28/2020 | Common Stock | 151894 | $0.00 | 0 | I | Great Elm Opportunities Fund I, LP |
| Explanation of Responses: |
| (1) | Shares acquired as a result of a stock dividend. |
| (2) | On September 28, 2020, Great Elm Capital Group, Inc. ("GEC") exercised in full its primary subscription rights (each 1 subscription right entitling GEC to purchase 1 share of Common Stock), which were issued to holders of Common Stock on the September 4, 2020 record date for the rights offering. |
| (3) | On September 28, 2020, Great Elm Opportunities Fund I, LP ("GEOF") exercised certain of its primary subscription rights (each 1 subscription right entitling GEOF to purchase 1 share of Common Stock), which were issued to holders of Common Stock on the September 4, 2020 record date for the rights offering. |
| (4) | Reflects additional shares of Common Stock acquired by GEC in connection with the Issuer's rights offering pursuant to the over-subscription privilege. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Great Elm Capital Group, Inc.
800 SOUTH STREET
SUITE 230
WALTHAM, MA 02453 |
| X |
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Signatures
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| /s/ Adam M. Kleinman, President and Chief Operating Officer of GEC | | 10/1/2020 |
| **Signature of Reporting Person | Date |
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