Sec Form 4 Filing - Great Elm Capital Group, Inc. @ Great Elm Capital Corp. - 2020-05-15

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 Capital 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) 05/15/2020 (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 05/15/2020 A( 1 ) 49,828 A $ 0 2,016,495 D Common Stock 05/15/2020 A( 1 ) 5,700 A $ 0 230,700 I Great Elm Opportunities Fund I, LP Common Stock 06/15/2020 A( 1 ) 26,939 A $ 0 2,043,434 D Common Stock 06/15/2020 A( 1 ) 4,447 A $ 0 235,147 I Great Elm Opportunities Fund I, LP Common Stock 07/15/2020 A( 1 ) 28,214 A $ 0 2,071,648 D Common Stock 07/15/2020 A( 1 ) 4,641 A $ 0 239,788 I Great Elm Opportunities Fund I, LP Common Stock 08/21/2020 A( 1 ) 31,546 A $ 0 2,103,194 D Common Stock 08/21/2020 A( 1 ) 4,337 A $ 0 244,125 I Great Elm Opportunities Fund I, LP Common Stock 09/21/2020 A( 1 ) 39,044 A $ 0 2,142,238 D Common Stock 09/21/2020 A( 1 ) 4,532 A $ 0 248,657 I Great Elm Opportunities Fund I, LP Common Stock 09/28/2020 X 2,103,194 ( 2 ) A $ 2.95 4,245,432 D Common Stock 09/28/2020 X 151,894 ( 3 ) A $ 2.95 400,551 I Great Elm Opportunities Fund I, LP Common Stock 10/01/2020 J 863,337 ( 4 ) A $ 2.95 5,108,769 D

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 $ 2.95 09/28/2020 X 2,103,194 09/08/2020 09/28/2020 Common Stock 2,103,194 $ 0 0 D Subscription Rights $ 2.95 09/28/2020 X 151,894 09/08/2020 09/28/2020 Common Stock 151,894 $ 0 0 I Great Elm Opportunities Fund I, LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Great Elm Capital Group, Inc. 800 SOUTH STREET SUITE 230 WALTHAM, MA02453 X Signatures /s/ Adam M. Kleinman, President and Chief Operating Officer of GEC 10/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares acquired as a result of a stock dividend. ( 2 )On September 28, 2020, Great Elm Capital Group, Inc. ("GEC") exercised in full its primary subscription rights (each 1 subscription right entitling GEC to purchase 1 share of Common Stock), which were issued to holders of Common Stock on the September 4, 2020 record date for the rights offering. ( 3 )On September 28, 2020, Great Elm Opportunities Fund I, LP ("GEOF") exercised certain of its primary subscription rights (each 1 subscription right entitling GEOF to purchase 1 share of Common Stock), which were issued to holders of Common Stock on the September 4, 2020 record date for the rights offering. ( 4 )Reflects additional shares of Common Stock acquired by GEC in connection with the Issuer's rights offering pursuant to the over-subscription privilege.

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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