Sec Form 13D Filing - Great Elm Group Inc. (GEG) filing for Great Elm Capital Corp. (GECC) - 2022-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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SCHEDULE 13D

(Amendment No. 4)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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Great Elm Capital Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

390320703

(CUSIP Number)

Peter A. Reed

Great Elm Group, Inc.

800 South Street, Suite 230

Waltham, MA 02453

Telephone Number:  (617) 375-3006

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 11, 2022

(Date of Event Which Requires Filing of This Statement)

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	Great Elm Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF/OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			814,111
		8	SHARED VOTING POWER
			73,176
		9	SOLE DISPOSITIVE POWER
			814,111
		10	SHARED DISPOSITIVE POWER
			73, 176
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	887,287
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.3% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 

 

This Amendment No. 4 to the statement of beneficial ownership on Schedule 13D (this “Amendment No. 4”) amends the Schedule 13D originally filed by Great Elm Capital Group, Inc. with the United States Securities and Exchange Commission (the “SEC”) on October 1, 2019, as amended by Amendment No. 1 dated October 1, 2020, Amendment No. 2 dated December 31, 2020, and Amendment No. 3 dated September 20, 2021 (as so amended, the “Schedule 13D”), relating to the shares of common stock, par value $0.01 (the “Common Stock”), of Great Elm Capital Corp., a Maryland corporation (the “Issuer”).  Unless otherwise indicated, all capitalized terms used herein in this Amendment No. 4 shall have the meaning ascribed to them in the Schedule 13D, and unless amended hereby, all information previously filed remains in effect.

 

This Schedule 13D is being filed by Great Elm Group, Inc., a Delaware corporation (“GEG” or the “Reporting Person”).

 

 

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:

(a) and (b) The aggregate percentage of Common Stock reported to be owned by the Reporting Person is based on 4,601,391 shares of Common Stock outstanding, as reported on the Issuer’s Amendment No. 2 to Registration Statement on Form N-2, filed on May 11, 2022.

As of May 11, 2022, to the Reporting Person’s knowledge, the directors and executive officers of the Reporting Person beneficially own in the aggregate 679,362 shares of Common Stock, which represents approximately 14.7% of the issued and outstanding shares of Common Stock.

 

On May 11, 2022, the Reporting Person transferred 100,000 shares of Common Stock as consideration in connection with Great Elm Capital Management, Inc.’s (“GECM”), a wholly-owned subsidiary of the Reporting Person, entry into an asset 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. The upfront purchase price of $10.0 million was also financed, in part, with a promissory note (the “Promissory Note”) issued by GECM in an aggregate principal amount of $6.3 million. The Promissory Note may be prepaid at any time, in whole or in part, at GECM’s option with cash, shares of Common Stock held by the Reporting Person or newly issued shares of the Reporting Person’s common stock.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

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