Schedule 13D/A

Filed by: MAST CAPITAL MANAGEMENT, LLC
Total Shares: 5,083,193
Subject Company: Great Elm Capital Corp - View Complete Ownership History Backtest
Filed as of Date: 10/24/2017
Event Date: 10/20/2017
Overall % Ownership: 44.2
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
0.0 -1.8266 -2.4974 -5.0965 -13.9791 7.3868 221 -13.9791 253

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
MAST Capital Management, LLC 0 5,083,193 0 5,083,193 5,083,193 44.2%
David J Steinberg 0 5,083,193 0 5,083,193 5,083,193 44.2%
View Original Filing on Edgar's

Raw Filing Contents

0001193125-17-316885.txt : 20171024
0001193125-17-316885.hdr.sgml : 20171024
20171023201835
ACCESSION NUMBER:		0001193125-17-316885
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20171024
DATE AS OF CHANGE:		20171023
GROUP MEMBERS:		DAVID J. STEINBERG

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Great Elm Capital Corp.
		CENTRAL INDEX KEY:			0001675033
		IRS NUMBER:				812621577
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-89698
		FILM NUMBER:		171149815

	BUSINESS ADDRESS:	
		STREET 1:		200 CLARENDON STREET, 51ST FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
		BUSINESS PHONE:		617-375-3000

	MAIL ADDRESS:	
		STREET 1:		200 CLARENDON STREET, 51ST FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Mast Capital Management, LLC
		CENTRAL INDEX KEY:			0001429074
		IRS NUMBER:				431962440
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		31 ST. JAMES AVENUE
		STREET 2:		6TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116
		BUSINESS PHONE:		617-375-3000

	MAIL ADDRESS:	
		STREET 1:		31 ST. JAMES AVENUE
		STREET 2:		6TH FLOOR
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02116

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Mast Capital Management LLC
		DATE OF NAME CHANGE:	20080306
SC 13D/A 1 d480453dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

Great Elm Capital Corp.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

390320109

(CUSIP Number)

MAST Capital Management, LLC

31 St. James Avenue, 6th Floor

Boston, MA 02116

(617) 375-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 20, 2017

(Date of Event which Requires Filing of this Statement)

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 390320109  

 

  1   

NAME OF REPORTING PERSONS

 

MAST Capital Management, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF/OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS

2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

5,083,193

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

5,083,193

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,083,193

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

44.2%

14  

TYPE OF REPORTING PERSON

 

IA, OO

 


CUSIP No. 390320109  

 

  1   

NAME OF REPORTING PERSONS

 

David J. Steinberg

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF/OO

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

5,083,193

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

5,083,193

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,083,193

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

44.2%

14  

TYPE OF REPORTING PERSON

 

HC, IN

 


This Amendment No. 4 (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 5,083,193 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 5,083,193 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 11,502,547 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of August 11, 2017, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission by the Issuer on August 14, 2017.

MAST Capital, as the investment manager of the MAST Accounts, may be deemed to beneficially own the 5,083,193 shares of Common Stock held by the MAST Accounts, representing approximately 44.2% 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 5,083,193 shares of Common Stock beneficially owned by the MAST Accounts, representing approximately 44.2% 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 5,083,193 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 trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below. The price per share reported below is a weighted average price for multiple transactions on the date indicated. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within such averages.


MAST Account

   Trade Date      Purchased
(Sold)
     Price / Share  

Mast Select Opportunities Master Fund

     9-Oct-17        (1,323    $ 10.2099  

Mast Select Opportunities Master Fund

     10-Oct-17        (3,016    $ 10.1523  

Mast Select Opportunities Master Fund

     11-Oct-17        (3,276    $ 10.1537  

Mast Select Opportunities Master Fund

     12-Oct-17        (7,037    $ 10.1165  

Mast Select Opportunities Master Fund

     13-Oct-17        (15,082    $ 10.1048  

Mast Select Opportunities Master Fund

     16-Oct-17        (4,623    $ 10.1554  

Mast Select Opportunities Master Fund

     17-Oct-17        (15,848    $ 10.0904  

Mast Select Opportunities Master Fund

     18-Oct-17        (8,836    $ 10.1415  

Mast Select Opportunities Master Fund

     19-Oct-17        (1,323    $ 10.1714  

Mast Select Opportunities Master Fund

     20-Oct-17        (830    $ 10.2542  

Mast Credit Opportunities I Master Fund Limited

     9-Oct-17        (1,177    $ 10.2099  

Mast Credit Opportunities I Master Fund Limited

     10-Oct-17        (2,684    $ 10.1523  

Mast Credit Opportunities I Master Fund Limited

     11-Oct-17        (2,916    $ 10.1537  

Mast Credit Opportunities I Master Fund Limited

     12-Oct-17        (6,263    $ 10.1165  

Mast Credit Opportunities I Master Fund Limited

     13-Oct-17        (13,424    $ 10.1048  

Mast Credit Opportunities I Master Fund Limited

     16-Oct-17        (4,115    $ 10.1554  

Mast Credit Opportunities I Master Fund Limited

     17-Oct-17        (14,106    $ 10.0904  

Mast Credit Opportunities I Master Fund Limited

     18-Oct-17        (7,866    $ 10.1415  

Mast Credit Opportunities I Master Fund Limited

     19-Oct-17        (1,177    $ 10.1714  

Mast Credit Opportunities I Master Fund Limited

     20-Oct-17        (739    $ 10.2542  

Other than the foregoing transactions, the Reporting Persons have not purchased or sold any shares of Common Stock within the last 60 days.

(d) The 5,083,193 shares of Common Stock held by the MAST Accounts consists of the following amounts: (i) 2,606,657 shares of Common Stock held by Mast Select Opportunities Master Fund; (ii) 2,320,244 shares of Common Stock held by Mast Credit Opportunities I Master Fund Limited; and (iii) 156,292 shares of Common Stock held by Mast Admiral Master Fund, L.P..

(e) Not applicable.


SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certified that the information set forth in this statement is true, complete and correct.

Dated: October 23, 2017

 

MAST CAPITAL MANAGEMENT, LLC

By:   /s/ David J. Steinberg
  Name: David J. Steinberg
  Title: Authorized Signatory

/s/ David J. Steinberg

David J. Steinberg

Elevate your investments