SEC Form 4 · accession 0000899243-19-003349

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) 5,631 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. and (ii) 369 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 $8.1626 on February 12, 2019
• F11Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,313,158 shares held by Mast Select Opportunities Master Fund, L.P and (ii) 151,533 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 $8.1475 on February 8, 2019
• F3Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,326,578 shares held by Mast Select Opportunities Master Fund, L.P and (ii) 152,413 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) 5,537 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. and (ii) 363 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 $8.133 on February 11, 2019
• F8Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,321,041 shares held by Mast Select Opportunities Master Fund, L.P and (ii) 152,050 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) 7,883 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. and (ii) 517 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.