GECC Great Elm Capital Corporation

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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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 * Great Elm Group, Inc.	2. Issuer Name and Ticker or Trading Symbol Great Elm Capital Corp. [ GECC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 800 SOUTH STREET, SUITE 230	3. Date of Earliest Transaction (MM/DD/YYYY) 9/24/2021
(Street) WALTHAM, MA 02453 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	9/24/2021		J(1)		220217	D	$0	5319507 (1)	D
Common Stock								439063	I	See Footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	On September 24, 2021, Great Elm Group, Inc. ("GEG") agreed to transfer an aggregate of 220,217 shares of common stock of Great Elm Capital Corp. owned by GEG as compensation to certain of GEG's employees. The shares vest in equal annual installments beginning on the grant date, September 24, 2021, and in equal annual installments on each anniversary of the grant date through September 24, 2024, subject to continued service with GEG. GEG will retain voting rights over the unvested portion of the shares.
(2)	Represents shares of common stock of GECC held directly by Great Elm Opportunities Fund I, LP, a Delaware limited partnership ("GEOF"). As the general partner of GEOF, Great Elm Opportunities GP, Inc., a Delaware corporation ("GEOF GP") and a wholly-owned subsidiary of GEG may be deemed to be the beneficial owner of the shares of common stock held by GEOF. As the parent of GEOF GP, GEG may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by GEOF GP.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Great Elm Group, Inc. 800 SOUTH STREET SUITE 230 WALTHAM, MA 02453		X

Signatures
/s/ Adam M. Kleinman, attorney-in-fact		9/28/2021
**Signature of Reporting Person		Date