SEC Form 4 · accession 0000899243-17-022978

Great Elm Capital Corp. · GECC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents 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) 7,024 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P.; and (ii) 6,252 shares of Common Stock sold by Mast Credit Opportunities I Master Fund Limited
• F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.45 to $10.50, inclusive, on September 29, 2017.
• F11Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,692,067 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 2,396,267 shares held by Mast Credit Opportunities I Master Fund Limited; and (iii) 156,292 shares held by Mast Admiral Master Fund, L.P.
• F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.54 to $10.57, inclusive, on September 27, 2017.
• F3Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,728,839 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 2,428,999 shares held by Mast Credit Opportunities I Master Fund Limited; and (iii) 156,292 shares held by Mast Admiral Master Fund, L.P.
• F4As 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.
• F5Mr. 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.
• F6Represents shares of Common Stock sold by the following Mast Accounts: (i) 28,836 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P.; and (ii) 25,668 shares of Common Stock sold by Mast Credit Opportunities I Master Fund Limited
• F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.45 to $10.465, inclusive, on September 28, 2017.
• F8Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,700,003 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 2,403,331 shares held by Mast Credit Opportunities I Master Fund Limited; and (iii) 156,292 shares held by Mast Admiral Master Fund, L.P.
• F9Represents shares of Common Stock sold by the following Mast Accounts: (i) 7,936 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P.; and (ii) 7,064 shares of Common Stock sold by Mast Credit Opportunities I Master Fund Limited

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.