Amended Statement of Beneficial Ownership (3/a)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Reed Peter A

2. Date of Event Requiring Statement (MM/DD/YYYY) 11/3/2016

3. Issuer Name and Ticker or Trading Symbol

Great Elm Capital Corp. [GECC]

(Last) (First) (Middle)

C/O GREAT ELM CAPITAL CORP., 800 SOUTH STREET, SUITE 230

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
President and CEO /

(Street)

WALTHAM, MA 02453

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

12/9/2016

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

Remarks:
This amendment corrects the prior filing with respect to 10,172.17 shares of the Issuer which were previously reported in error as directly beneficially owned by Mr. Reed. Mr. Reed was one of five members of the investment committee for funds managed by MAST Capital Management, LLC ("MAST") that owned these shares. However, Mr. Reed, in his capacity as a partner of MAST and a member of its investment committee until September 18, 2017, did not have voting and dispositive power over these shares given that investment committee decisions were made by a majority vote. As such, Mr. Reed did not at any time have beneficial ownership over these shares. Additionally, from and after September 18, 2017, Mr. Reed is no longer a partner of MAST or a member of its investment committee and has no involvement in MAST's investment decisions with respect to these shares.

No securities are beneficially owned.

No securities are beneficially owned.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Reed Peter A C/O GREAT ELM CAPITAL CORP. 800 SOUTH STREET, SUITE 230 WALTHAM, MA 02453	X		President and CEO

Signatures
/s/ Adam Kleinman as Attorney-in-Fact for Reporting Person		10/16/2017
^** Signature of Reporting Person		Date

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 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.