Sec Form 4 Filing - Great Elm Group, Inc. @ Great Elm Capital Corp. - 2022-06-15

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 Great Elm Group, Inc. 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) 800 SOUTH STREET, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2022 (Street) WALTHAM, MA02453 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 06/15/2022 M 814,111( 1 ) A $ 12.5 1,628,222 D Common Stock 06/15/2022 J 185,889( 2 ) A $ 12.5 1,814,111 D Common Stock 06/15/2022 M 100( 3 ) A $ 12.5 200 I Forest Investments, Inc.( 5 ) Common Stock 06/15/2022 J 399,990( 4 ) A $ 12.5 400,100 I Forest Investments, Inc.( 5 ) Common Stock 73,176 I Great Elm Opportunities Fund I, LP( 6 )

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 Subscription Rights $ 12.5 06/15/2022 M 1,000,000 05/26/2022 06/10/2022 Common Stock 1,000,000 $ 0 0 D Subscription Rights $ 12.5 06/15/2022 M 400,000 05/26/2022 06/10/2022 Common Stock 400,000 $ 0 0 I Forest Investments, Inc.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Great Elm Group, Inc. 800 SOUTH STREET SUITE 230 WALTHAM, MA02453 X Signatures /s/ Adam M. Kleinman, attorney-in-fact 06/17/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 15, 2022, the Reporting Person exercised in full its primary subscription rights (each 1 subscription right entitling it to purchase 1 share of Common Stock), which were issued to holders of Common Stock on the May 23, 2022 record date for the rights offering. ( 2 )Reflects additional shares of Common Stock acquired by GEG in connection with the Issuer's rights offering pursuant to the over-subscription privilege. ( 3 )On June 15, 2022, Forest Investments, Inc. ("Forest") exercised in full its primary subscription rights (each 1 subscription right entitling Forest to purchase 1 share of Common Stock), which were issued to holders of Common Stock on the May 23, 2022 record date for the rights offering. ( 4 )Reflects additional shares of Common Stock acquired by Forest in connection with the Issuer's rights offering pursuant to the over-subscription privilege. ( 5 )Represents shares of common stock of GECC held directly by Forest. As the parent of Forest, GEG may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by Forest. ( 6 )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.

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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