Sec Form 4 Filing - Mast Capital Management, LLC @ Great Elm Capital Corp. - 2019-01-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Mast Capital Management, LLC
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)
(Last) (First) (Middle)
31 ST. JAMES AVENUE, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/28/2019
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/28/2019 S 15,100 ( 1 ) D $ 7.9882 ( 2 ) 25,807,417 ( 3 ) I See footnotes ( 4 ) ( 5 )
Common Stock 01/29/2019 S 7,000 ( 6 ) D $ 8.0076 ( 7 ) 2,573,741 ( 8 ) I See footnotes ( 4 ) ( 5 )
Common Stock 01/30/2019 S 9,750 ( 9 ) D $ 8.0049 ( 10 ) 2,563,991 ( 11 ) I See footnotes ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mast Capital Management, LLC
31 ST. JAMES AVENUE
6TH FLOOR
BOSTON, MA02116
X
Steinberg David J.
31 ST. JAMES AVENUE
6TH FLOOR
BOSTON, MA02116
X
Signatures
MAST CAPITAL MANAGEMENT, LLC, By: /s/ David J. Steinberg, Name: David J. Steinberg, Title: Authorized Signatory 01/30/2019
Signature of Reporting Person Date
/s/ David J. Steinberg 01/30/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 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) 14,171 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. and (ii) 929 shares of Common Stock sold by Mast Admiral Master Fund, L.P.
( 2 )The price reported in Column 4 is not a weighted average price. These shares were sold in a single transaction at price of $7.9882 on January 28, 2019
( 3 )Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,422,072 shares held by Mast Select Opportunities Master Fund, L.P and (ii) 158,669 shares held by Mast Admiral Master Fund, L.P.
( 4 )As 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.
( 5 )Mr. 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.
( 6 )Represents 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) 6,570 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. and (ii) 430 shares of Common Stock sold by Mast Admiral Master Fund, L.P.
( 7 )The price reported in Column 4 is not a weighted average price. These shares were sold in a single transaction at price of $8.0076 on January 29, 2019
( 8 )Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,415,502 shares held by Mast Select Opportunities Master Fund, L.P and (ii) 158,239 shares held by Mast Admiral Master Fund, L.P.
( 9 )Represents 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) 9,150 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P. and (ii) 600 shares of Common Stock sold by Mast Admiral Master Fund, L.P.
( 10 )The price reported in Column 4 is not a weighted average price. These shares were sold in a single transaction at price of $8.0049 on January 30, 2019
( 11 )Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,406,352 shares held by Mast Select Opportunities Master Fund, L.P and (ii) 157,639 shares held 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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