This Amendment No. 20 (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 592,000 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 592,000 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.
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Item 5.
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Interest in Securities of the Issuer
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(a) The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 10,062,682 shares of Common Stock
outstanding, which is the total number of shares of Common Stock outstanding as of August 6, 2019, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission by the
Issuer on August 13, 2019.
MAST Capital, as the investment manager of the MAST Accounts, may be deemed to beneficially own the
592,000 shares of Common Stock held by the MAST Accounts, representing approximately 5.88% 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 592,000 shares of Common Stock beneficially owned by the MAST Accounts, representing approximately 5.88% 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 592,000 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.