Great Elm Capital Corp.

09/24/2024 | Press release | Distributed by Public on 09/24/2024 20:00

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3801 PGA BOULEVARD, SUITE 603
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
PALM BEACH GARDENS FL 33410
4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Great Elm Group, Inc.
3801 PGA BOULEVARD, SUITE 603

PALM BEACH GARDENS, FL33410


Signatures

/s/ Adam M. Kleinman, attorney-in-fact 2024-09-24
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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).
(1) On September 20, 2024, Great Elm Group, Inc. ("GEG") agreed to transfer an aggregate of 31,879 shares of common stock of Great Elm Capital Corp. ("GECC") owned by GEG as compensation. These shares vested on the grant date, September 20, 2024, and the remainder of the unvested shares awarded on the grant date vest in equal annual installments on each 20th of September for the next two or three consecutive years, depending on the award, subject to continued service. GEG will retain voting rights over the unvested portion of the shares.
(2) Represents shares of common stock of GECC transferred on September 20, 2024 and September 24, 2024 as a result of vested compensation awards granted in prior years.
(3) Represents shares of common stock of GECC transferred on September 24, 2024 as a result of a stock dividend associated with the portion of the equity compensation previously awarded by GEG to certain employees that vested on the anniversary of those grant dates.
(4) GEG's direct holdings includes 1,230 shares of common stock of GECC previously reported as transferred in connection with an unvested equity compensation award, subject to such employee's continued service; however, such employee forfeited such compensation award and GEG retained beneficial ownership over such shares.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.