SEC Form 4 · accession 0000899243-18-030744
Great Elm Capital Corp. · GECC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 10, 2018
Accepted (ET)
Dec 12, 2018 · 7:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001675033
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Dec 10, 2018 | S | 2,800 | $8.1539 | D | 2,707,074 | I | See footnotes |
| Common StockF6,F7,F8,F4,F5 | Dec 11, 2018 | S | 300 | $8.15 | D | 2,706,774 | I | See footnotes |
| Common StockF9,F10,F11,F4,F5 | Dec 11, 2018 | S | 2,000 | $8.1909 | D | 2,704,774 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
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) 2,626 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. (ii) 160 shares of Common Stock sold by Mast Admiral Master Fund, L.P. and (iii) 10 shares of Common Stock sold by Mast Select Opportunities, L.P.
- F10The price reported in Column 4 is not a weighted average price. These shares were sold in a single transaction at price of $8.1909 on September 12, 2018.
- F11Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,536,759 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 154,092 shares held by Mast Admiral Master Fund, L.P. and (iii) 13,923 shares held by Mast Select Opportunities, L.P.
- F2The price reported in Column 4 is not a weighted average price. These shares were sold in a single transaction at price of $8.1539 on September 10, 2018.
- F3Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,538,916 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 154,223 shares held by Mast Admiral Master Fund, L.P. and (iii) 13,935 shares held by Mast Select Opportunities, 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, $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) 281 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. (ii) 17 shares of Common Stock sold by Mast Admiral Master Fund, L.P. and (iii) 2 shares of Common Stock sold by Mast Select Opportunities, L.P.
- F7The price reported in Column 4 is not a weighted average price. These shares were sold in a single transaction at price of $8.15 on September 11, 2018.
- F8Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,538,635 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 154,206 shares held by Mast Admiral Master Fund, L.P. and (iii) 13,933 shares held by Mast Select Opportunities, L.P.
- F9Represents 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) 1,876 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. (ii) 114 shares of Common Stock sold by Mast Admiral Master Fund, L.P. and (iii) 10 shares of Common Stock sold by Mast Select Opportunities, 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), (7), and (10) to this Form 4.