SEC Form 4 · accession 0000899243-19-002904

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) 15,110 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. and (ii) 990 shares of Common Stock sold by Mast Admiral Master Fund, 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 $8.1372 on February 7, 2019
• F11Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,332,209 shares held by Mast Select Opportunities Master Fund, L.P and (ii) 152,782 shares held by Mast Admiral Master Fund, 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 $8.0759 on February 5, 2019
• F3Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,354,452 shares held by Mast Select Opportunities Master Fund, L.P and (ii) 154,239 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, $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) 13,796 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. and (ii) 904 shares of Common Stock sold by Mast Admiral Master Fund, 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 $8.1374 on February 6, 2019
• F8Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,393,025 shares held by Mast Select Opportunities Master Fund, L.P and (ii) 156,766 shares held by Mast Admiral Master Fund, 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) 8,447 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. and (ii) 553 shares of Common Stock sold by Mast Admiral Master Fund, 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.