Great Elm (GEG) Form 4 Change in insider ownership

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Great Elm Group, Inc.

(Last) (First) (Middle)

800 SOUTH STREET

SUITE 230

(Street)

WALTHAM MA 02453

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2022		J(1)		100,000	D	$12.5	814,111(1)(2)	D
Common Stock								73,176(1)	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. All share figures herein reflect the 6-for-1 reverse stock split of GECC's outstanding common stock, effective February 28, 2022.

2. On May 11, 2022, Great Elm Group, Inc. ("GEG") transferred 100,000 shares of common stock of Great Elm Capital Corp. ("GECC") as consideration in connection with Great Elm Capital Management, Inc.'s ("GECM"), a wholly-owned subsidiary of GEG, entry into an asset purchase agreement (the "Purchase Agreement") with Imperial Capital Asset Management, LLC pursuant to which GECM acquired the investment management agreement and certain other assets related thereto for Monomoy Properties REIT, LLC, a Maryland real estate investment trust. All share figures herein reflect the 6-for-1 reverse stock split of GECC's outstanding common stock, effective February 28, 2022.

3. Represents shares of common stock of GECC held directly by Great Elm Opportunities Fund I, LP, a Delaware limited partnership ("GEOF"). As the general partner of GEOF, Great Elm Opportunities GP, Inc., a Delaware corporation ("GEOF GP") and a wholly-owned subsidiary of GEG may be deemed to be the beneficial owner of the shares of common stock held by GEOF. As the parent of GEOF GP, GEG may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by GEOF GP.

	/s/ Adam M. Kleinman, attorney-in-fact	05/12/2022
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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