Sec Form 4 Filing - Drapkin Matthew A @ 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 Drapkin Matthew A 2. Issuer Name and Ticker or Trading Symbol Great Elm Capital Corp. [ GECC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NORTHERN RIGHT CAPITAL MANAGEMENT LP, 9 OLD KINGS HIGHWAY, 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) __ 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 84,000 A $ 12.5 220,399 I( 1 ) See Footnote( 6 )( 7 ) Common Stock 06/15/2022 M 160,000 A $ 12.5 208,932 I( 2 ) See Footnote( 6 )( 7 ) Common Stock 06/15/2022 M 320,000 A $ 12.5 369,140 I( 3 ) See Footnote( 6 )( 7 ) Common Stock 06/15/2022 M 20,000( 4 ) A $ 12.5 21,308 D Common Stock 06/15/2022 J 40,000( 4 )( 5 ) A $ 12.5 40,309 I( 5 ) See Footnote( 8 )

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 131,606 05/26/2022 06/10/2022 Common Stock 131,606 $ 0 0 I( 9 ) See Footnote( 6 )( 7 ) Subscription Rights $ 12.5 06/15/2022 M 47,335 05/26/2022 06/10/2022 Common Stock 47,335 $ 0 0 I( 10 ) See Footnote( 6 )( 7 ) Subscription Rights $ 12.5 06/15/2022 M 48,194 05/26/2022 06/10/2022 Common Stock 48,194 $ 0 0 I( 11 ) See Footnote( 6 )( 7 ) Subscription Rights $ 12.5 06/15/2022 M 1,308 05/26/2022 06/10/2022 Common Stock 1,308 $ 0 0 D Subscription Rights $ 12.5 06/15/2022 M 309 05/26/2022 06/10/2022 Common Stock 309 $ 0 0 I( 12 ) See Footnote( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Drapkin Matthew A C/O NORTHERN RIGHT CAPITAL MANAGEMENT LP 9 OLD KINGS HIGHWAY, 4TH FLOOR DARIEN, CT06820 X Signatures /s/ Adam M. Kleinman, attorney-in-fact 06/17/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP"). ( 2 )Represents shares of common stock held directly by NRC Partners I, L.P. ("NRC Partners"). ( 3 )Represents shares of common stock purchased by Northern Right Capital Management, L.P., a Texas limited partnership ("Northern Right Management"), on behalf of separate managed accounts on behalf of an investment advisory client (the "Managed Accounts"). ( 4 )On June 15, 2022, the Reporting Person exercised in full his primary subscription rights (each 1 subscription right entitling him to purchase 1 share of Common Stock and oversubscritption privilege), which were issued to holders of Common Stock on the May 23, 2022 record date for the rights offering. ( 5 )Represents shares of common stock held directly by Bernice Drapkin Non-GST Exempt Marital Trust U/A/D 12/10/2015 (the "Marital Trust"). ( 6 )As general partner and investment manager of NRC Partners and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the shares of common stock held by NRC Partners 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 shares of common stock held by the Managed Accounts. As general partner of Northern Right Management, BC Advisors, LLC, a Texas limited liability company ("BCA") may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by Northern Right Management. As the managing member of BCA, the Reporting Person may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by BCA. ( 7 )(continued from footnote 6) The Reporting Person disclaims such beneficial ownership of the shares of common stock indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein. ( 8 )As trustee of the Marital Trust, the Reporting Person may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by the Marital Trust. The Reporting Person disclaims such beneficial ownership of the shares of common stock indirectly owned through his position as trustee of the Marital Trust. ( 9 )Represents subscription rights held directly by Northern Right QP. ( 10 )Represents subscription rights held directly by NRC Partners. ( 11 )Represents subscription rights held by Northern Right Management, on behalf of the Managed Accounts. ( 12 )Represents subscription rights held by the Marital Trust.

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 co nstitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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