Page 4 of 6 – SEC Filing
This Amendment No. 1 (this Amendment) to the Schedule 13D (the Schedule
13D) is being filed on behalf of MAST Capital Management, LLC, a Delaware limited liability company (MAST Capital), and Mr. David J. Steinberg, the principal of MAST Capital (together with MAST Capital, the
Reporting Persons), relating to Common Stock, $0.01 Par Value (the Common Stock), of Great Elm Capital Corp., a Maryland corporation (the Issuer).
This Amendment relates to Common Stock of the Issuer purchased by MAST Capital through the accounts of certain private funds (collectively,
the MAST Accounts). MAST Capital serves as the investment manager to the MAST Accounts and may direct the vote and disposition of 5,453,882 shares of Common Stock held by the MAST Accounts. As the principal of MAST Capital,
Mr. Steinberg may direct the vote and disposition of the 5,453,882 shares of Common Stock held by the MAST Accounts.
The information
set forth in response to each Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is supplementally amended as follows.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 11,641,186 shares of Common Stock
outstanding, which is the total number of shares of Common Stock outstanding as of May 10, 2017, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission by the Issuer on May 12, 2017.
MAST Capital, as the investment manager of the MAST Accounts, may be deemed to beneficially own the 5,453,882 shares of Common Stock held by
the MAST Accounts, representing approximately 46.8% of the issued and outstanding shares of Common Stock of the Issuer.
In addition,
Mr. Steinberg, as the principal of MAST Capital, the investment manager of the MAST Accounts, may also be deemed to beneficially own the 5,453,882 shares of Common Stock beneficially owned by the MAST Accounts, representing approximately 46.8%
of the issued and outstanding shares of Common Stock of the Issuer.
MAST Capital and Mr. Steinberg disclaim beneficial ownership of
the Common Stock held by the MAST Accounts except to the extent of their pecuniary interest therein.
(b) MAST Capital and
Mr. Steinberg have the shared power to vote and dispose of the Common Stock owned by the MAST Accounts reported in this Schedule 13D.
The filing of this Schedule 13D shall not be construed as admission that MAST Capital or Mr. Steinberg is, for the purposes of
Section 13(d) or 13(g) of the Act, or otherwise, the beneficial owner of any of the 5,453,882 shares of Common Stock owned by the MAST Accounts. Pursuant to Rule 13d-4, MAST Capital and Mr. Steinberg disclaim all such beneficial ownership.
(c) The MAST Accounts sold the below amount of shares of Common Stock in the Issuers Dutch auction self-tender, at a
price of $11.50 per share. The Issuers offer expired on May 5, 2017; the Issuer accepted the offers on May 8, 2017; the Issuer announced the finalization of its price on May 12, 2017; and the Issuer made payment for such shares
on May 16, 2017.
| MAST Account | (Sold) | |||
| Mast Credit Opportunities I Master Fund Limited | (162,345 | ) | ||
| Mast Select Opportunities Master Fund | (302,543 | ) | ||
| Mast Admiral Master Fund, L.P. | (17,030 | ) | ||
