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13D Filing: MAST Capital and Great Great Elm Capital Corp. (GECC)

Great Elm Capital Corp. (NASDAQ:GECC): David Steinberg’s MAST Capital filed an amended 13D.

You can check out MAST Capital’s latest holdings and filings here.

Please follow MAST Capital (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about MAST Capital or update its stock holdings.

David Steinberg
David Steinberg
MAST Capital

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
MAST Capital Management 0 5,198,854 0 5,198,854 5,198,854 45.2%
David J. Steinberg 0 5,198,854 0 5,198,854 5,198,854 45.2%
David Steinberg
David Steinberg
MAST Capital

Page 1 of 6 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE
13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

Great Elm
Capital Corp.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

390320109

(CUSIP Number)

MAST Capital Management, LLC

31 St. James Avenue, 6th Floor

Boston, MA 02116

(617) 375-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

October 5, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The
information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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Page 2 of 6 – SEC Filing


CUSIP No. 390320109

  1

NAME OF
REPORTING PERSONS

MAST Capital Management, LLC

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐        (b)  ☐

  3

SEC USE ONLY

  4

SOURCE OF FUNDS

AF/OO

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

5,198,854

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,198,854

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,198,854

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

45.2%

14

TYPE OF REPORTING PERSON

IA, OO

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Page 3 of 6 – SEC Filing


CUSIP No. 390320109

  1

NAME OF
REPORTING PERSONS

David J. Steinberg

  2

CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP

(a)  ☐        (b)  ☐

  3

SEC USE ONLY

  4

SOURCE OF FUNDS

AF/OO

  5

CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  6

CITIZENSHIP OR PLACE OF
ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7

SOLE VOTING POWER

0

  8

SHARED VOTING POWER

5,198,854

  9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,198,854

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,198,854

12

CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES

13

PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)

45.2%

14

TYPE OF REPORTING PERSON

HC, IN

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Page 4 of 6 – SEC Filing


This Amendment No. 3 (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 5,198,854 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 5,198,854 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.

Item 5. Interest in Securities of the Issuer

(a) The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 11,502,547 shares of Common Stock
outstanding, which is the total number of shares of Common Stock outstanding as of August 11, 2017, as reported in the Issuers Form 10-Q filed with the Securities and Exchange Commission by the
Issuer on August 14, 2017.

MAST Capital, as the investment manager of the MAST Accounts, may be deemed to beneficially own the
5,198,854 shares of Common Stock held by the MAST Accounts, representing approximately 45.2% 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 5,198,854 shares of Common Stock beneficially owned by the MAST Accounts, representing approximately 45.2% 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 5,198,854 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. The price per share reported below is a weighted average price for multiple transactions on the date indicated. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities
and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within such averages.

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Page 5 of 6 – SEC Filing


MAST Account

Trade Date Purchased
(Sold)
Price / Share

Mast Select Opportunities Master Fund

27-Sep-17 (7,024 ) $ 10.5542

Mast Select Opportunities Master Fund

28-Sep-17 (28,836 ) $ 10.4514

Mast Select Opportunities Master Fund

29-Sep-17 (7,936 ) $ 10.4691

Mast Select Opportunities Master Fund

2-Oct-17 (3,716 ) $ 10.4331

Mast Select Opportunities Master Fund

3-Oct-17 (3,831 ) $ 10.4036

Mast Select Opportunities Master Fund

4-Oct-17 (2,296 ) $ 10.3629

Mast Select Opportunities Master Fund

5-Oct-17 (7,260 ) $ 10.3344

Mast Select Opportunities Master Fund

6-Oct-17 (7,113 ) $ 10.3151

Mast Credit Opportunities I Master Fund Limited

27-Sep-17 (6,252 ) $ 10.5542

Mast Credit Opportunities I Master Fund Limited

28-Sep-17 (25,668 ) $ 10.4514

Mast Credit Opportunities I Master Fund Limited

29-Sep-17 (7,064 ) $ 10.4691

Mast Credit Opportunities I Master Fund Limited

2-Oct-17 (3,307 ) $ 10.4331

Mast Credit Opportunities I Master Fund Limited

3-Oct-17 (3,411 ) $ 10.4036

Mast Credit Opportunities I Master Fund Limited

4-Oct-17 (2,044 ) $ 10.3629

Mast Credit Opportunities I Master Fund Limited

5-Oct-17 (6,462 ) $ 10.3344

Mast Credit Opportunities I Master Fund Limited

6-Oct-17 (6,332 ) $ 10.3151

Other than the foregoing transactions, the Reporting Persons have not purchased or sold any shares of Common
Stock within the last 60 days.

(d) The 5,198,854 shares of Common Stock held by the MAST Accounts consists of the following amounts: (i)
2,667,851 shares of Common Stock held by Mast Select Opportunities Master Fund; (ii) 2,374,711 shares of Common Stock held by Mast Credit Opportunities I Master Fund Limited; and (iii) 156,292 shares of Common Stock held by Mast Admiral Master Fund,
L.P..

(e) Not applicable.

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Page 6 of 6 – SEC Filing


SIGNATURES

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certified
that the information set forth in this statement is true, complete and correct.

Dated: October 6, 2017
MAST CAPITAL MANAGEMENT, LLC
By:

/s/ David J. Steinberg

Name: David J. Steinberg
Title: Authorized Signatory

/s/ David J. Steinberg

David J. Steinberg
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