Security and Issuer
This statement of beneficial ownership on Schedule 13D (this Statement) relates to the shares of common stock, par value $0.01
(the Common Stock), of Great Elm Capital Corp., a Maryland corporation (the Issuer). The Issuers principal executive offices are located at 800 South Street, Suite 230, Waltham, MA 02453.
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.
Identity and Background
(a) (c), (f) This Statement is filed on behalf of Great Elm Capital Group, Inc., a Delaware corporation (the Reporting
Person). The address of the principal executive office of the Reporting Person is 800 South Street, Suite 230, Waltham, MA 02453. The principal business of the Reporting Person is to serve as a holding company seeking to acquire assets and
businesses. The name, present principal employment and name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer of the Reporting Person is set forth on
Annex A hereto and incorporated herein by reference.
(d) (e) During the last five years, neither the Reporting Person nor, to the
knowledge of the Reporting Person, GEO GP, GEOF (each as defined below), or any director or executive officer of the Reporting Person has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or
(2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or
mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.
Source and Amount of Funds or Other Consideration
On June 23, 2016, in connection with the Issuers merger with Full Circle Capital Corporation (the Merger), the Issuer
entered into a subscription agreement (the Subscription Agreement) with the Reporting Person and certain third party private investment funds (the Funds) under which the Reporting Person contributed $30.0 million in cash
in exchange for 1,966,667 shares of Common Stock (the Original Shares).
The Reporting Persons wholly-owned subsidiary,
Great Elm Opportunities GP, Inc., a Delaware corporation (GEO GP), serves as the general partner of Great Elm Opportunities Fund I, LP, a Delaware limited partnership (GEOF). In May and June 2019, GEOF purchased an aggregate
of 225,000 shares of Common Stock (the GEOF Shares) in the open market using subscription proceeds.
Purpose of Transaction
The Reporting Person intends to continuously review its investment in the Issuer, and may in the future determine (1) to acquire
additional shares of Common Stock or other securities of the Issuer, through open market purchases, private agreements or otherwise, (2) to dispose of all or a portion of the securities of the Issuer owned by it, or (3) to take any other
available course of action. Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as
well as to the specific elements thereof), the Reporting Person currently expects that it will take into consideration a variety of factors, including, but not limited to, the following: the Issuers business and prospects; other developments
concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Person and its subsidiaries; developments with respect to the business of the Reporting Person and its subsidiaries; changes in law and
government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.