Sec Form 3 Filing - Northern Right Capital Management, L.P. @ Great Elm Capital Corp. - 2022-06-15

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Northern Right Capital Management, L.P.
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) X __ Other (specify below)
Member of 13D 10% Group
(Last) (First) (Middle)
9 OLD KINGS HWY S., 4TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2022
(Street)
DARIEN, CT06820
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 369,140 I( 1 ) See Footnote( 4 )( 5 )
Common Stock 208,932 I( 2 ) See Footnote( 4 )( 5 )
Common Stock 220,399 I( 3 ) See Footnote( 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
Northern Right Capital Management, L.P.
9 OLD KINGS HWY S., 4TH FLOOR
DARIEN, CT06820
X Member of 13D 10% Group
NRC Partners I, LP
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 9 OLD KINGS HWY S., 4TH FLOOR
DARIEN, CT06820
X
Northern Right Capital (QP), L.P.
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 9 OLD KINGS HWY S., 4TH FLOOR
DARIEN, CT06820
X
BC Advisors LLC
C/O NORTHERN RIGHT CAPITAL MANAGEMENT,
L.P., 9 OLD KINGS HWY S., 4TH FLOOR
DARIEN, CT06820
X
Signatures
Northern Right Capital Management, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 06/27/2022
Signature of Reporting Person Date
NRC Partners I, LP, By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 06/27/2022
Signature of Reporting Person Date
Northern Right Capital (QP), L.P., By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 06/27/2022
Signature of Reporting Person Date
BC Advisors, LLC, By: /s/ Matthew A. Drapkin, Matthew A. Drapkin, Authorized Signatory 06/27/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock purchased by certain investment advisory clients (collectively, the "Managed Accounts") of Northern Right Capital Management, L.P. ("Northern Right Management"). Northern Right Management acts as investment manager for the Managed Accounts.
( 2 )Represents shares of common stock purchased by NRC Partners I, LP ("NRC Partners I").
( 3 )Represents shares of common stock purchased by Northern Right Capital (QP), L.P. ("Northern Right QP").
( 4 )As general partner and investment manager of NRC Partners I and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the securities held by NRC Partners I and Northern Right QP. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the securities held by the Managed Accounts. As general partner of Northern Right Management, BC Advisors, LLC may be deemed to be the beneficial owner of the securities beneficially owned (or deemed beneficially owned) by Northern Right Management.
( 5 )(continued from footnote 4) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein that may be beneficially owned by any of the other Reporting Persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:
The Reporting Persons are jointly filing this Form 3.

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).
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