Kleinman Adam M Form 3/A Great Elm Capital / Adam M Kleinman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Kleinman Adam M

(Last) (First) (Middle)

C/O GREAT ELM CAPITAL CORP.

800 SOUTH STREET, SUITE 230

(Street)

WALTHAM MA 02453

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2017

3. Issuer Name and Ticker or Trading Symbol
Great Elm Capital Corp. [ GECC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Compliance Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/05/2017

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

This amendment corrects the prior filing with respect to 4,072 shares of the Issuer which were previously reported in error as indirectly beneficially owned by Mr. Kleinman. Mr. Kleinman was one of five members of the investment committee for funds managed by MAST Capital Management, LLC ("MAST") that owned these shares. However, Mr. Kleinman, in his capacity as a partner of MAST and a member of its investment committee until September 18, 2017, did not have voting and dispositive power over these shares given that investment committee decisions were made by a majority vote. As such, Mr. Kleinman did not at any time have beneficial ownership over these shares. Additionally, from and after September 18, 2017, Mr. Kleinman is no longer a partner of MAST or a member of its investment committee and has no involvement in MAST's investment decisions with respect to these shares. No securities are beneficially owned.

No securities are beneficially owned.

	/s/ Richard S. Chernicoff as Attorney-in-Fact for Reporting Person	10/16/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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