Great Elm Capital Corp. — Director's Dealing 2017

Oct 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Great Elm Capital Corp. (GECC)
CIK: 0001675033
Period of Report: 2017-10-10

Reporting Person: Mast Capital Management, LLC (10% Owner)
Reporting Person: Steinberg David J. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-10	Common Stock	S	5700	$10.1523	Disposed	5190654	Indirect
2017-10-11	Common Stock	S	6192	$10.1537	Disposed	5184462	Indirect

Footnotes

F1: Represents shares of Common Stock, $0.01 Par Value, of Great Elm Capital Corp., a Maryland corporation (the "Common Stock" and the "Issuer"), sold by the following Mast Accounts: (i) 3,016 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P.; and (ii) 2,684 shares of Common Stock sold by Mast Credit Opportunities I Master Fund Limited

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.10 to $10.20, inclusive, on October 10, 2017.

F3: Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,663,512 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 2,370,850 shares held by Mast Credit Opportunities I Master Fund Limited; and (iii) 156,292 shares held by Mast Admiral Master Fund, L.P.

F4: As the investment advisor of certain private investment funds (collectively, the "MAST Accounts"), including those disclosed herein, MAST Capital Management, LLC ("MAST Capital") may be deemed to be the beneficial owner of the shares of Common Stock held by the MAST Accounts disclosed herein. MAST Capital also has the right to an asset-based fee relating to the MAST Accounts. Pursuant to Rule 16a-1, MAST Capital disclaims such beneficial ownership, except to the extent of its pecuniary interest therein.

F5: Mr. Steinberg may also be deemed to beneficially own the shares of Common Stock beneficially owned (or deemed to be beneficially owned) by MAST Capital, as he is the principal of MAST Capital. Pursuant to Rule 16a-1, Mr. Steinberg disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.

F6: Represents shares of Common Stock sold by the following Mast Accounts: (i) 3,276 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P.; and (ii) 2,916 shares of Common Stock sold by Mast Credit Opportunities I Master Fund Limited

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.10 to $10.26, inclusive, on October 11, 2017.

F8: Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,660,236 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 2,367,934 shares held by Mast Credit Opportunities I Master Fund Limited; and (iii) 156,292 shares held by Mast Admiral Master Fund, L.P.