Amendment: SEC Form SCHEDULE 13G/A filed by Great Elm Capital Corp.
$GECC
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 6)
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Great Elm Capital Corp. (Name of Issuer) |
Common Stock, $0.01 Par Value (the "Common Stock") (Title of Class of Securities) |
03/04/2026
(Date of Event Which Requires Filing of this Statement)
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
Northern Right Capital Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
798,471.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person: Note to Rows 5 and 7: Northern Right Capital Management, L.P. (as defined herein) may be deemed to beneficially own 369,140 shares of Common Stock (as defined herein) currently held by the Managed Accounts (as defined herein).
Note to Rows 6 and 8: Northern Right Capital Management, L.P. may be deemed to beneficially own 429,331 shares of Common Stock currently held by Northern Right Capital (QP), L.P. (as defined herein) and Northern Right Long Only Master Fund LP (as defined herein).
SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
Northern Right Capital (QP), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
313,094.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
Northern Right Long Only Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
116,237.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
Northern Right Fund GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
116,237.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Rows 6 and 8: Northern Right Fund GP LLC (as defined herein) may be deemed to beneficially own 116,237 shares of Common Stock currently held by Northern Right Long Only Master Fund LP.
SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
BC Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
798,471.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: Note to Rows 6 and 8: BC Advisors, LLC (as defined herein) may be deemed to beneficially own 798,471 shares of Common Stock currently held by Northern Right Capital (QP), L.P. and the Managed Accounts.
SCHEDULE 13G
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| CUSIP Number(s): |
| 1 | Names of Reporting Persons
Drapkin Matthew A | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
874,804.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 6 and 8: Matthew A. Drapkin may be deemed to beneficially own 798,471 shares of Common Stock currently held by Northern Right Capital (QP), L.P., Northern Right Long Only Master Fund LP and the Managed Accounts.
Explanatory Note:
On February 27, 2026, Mr. Drapkin ceased to serve as a director of the Issuer, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2026. As a result, as of the date of filing of this Schedule 13G, the Reporting Persons have determined that they no longer hold any securities for the purpose of or with the effect of changing or influencing the control of the Issuer, and the Reporting Persons were originally eligible for filing Schedule 13G in lieu of Schedule 13D under Rule 13d-1(h). Accordingly, this Schedule 13G operates as an amendment to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on June 7, 2022 (as amended on June 21, 2022, February 13, 2024, December 11, 2024, January 21, 2025, and November 6, 2025, the "Schedule 13D").
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Great Elm Capital Corp. | |
| (b) | Address of issuer's principal executive offices:
3801 PGA Boulevard, Suite 603, Palm Beach Gardens, FL 33410 | |
| Item 2. | ||
| (a) | Name of person filing:
The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are:
Northern Right Capital Management, L.P. ("Northern Right Management"),
Northern Right Capital (QP), L.P. ("Northern Right QP"),
Northern Right Long Only Master Fund LP ("NRC LO"),
Northern Right Fund GP LLC ("NRC Fund GP"),
BC Advisors, LLC ("BCA"), and
Matthew A. Drapkin ("Mr. Drapkin"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address for each of the Reporting Persons is 9 Old Kings Highway South, 4th Floor, Darien, Connecticut 06820. | |
| (c) | Citizenship:
Northern Right Management and Northern Right QP are Texas limited partnerships. NRC LO is a Cayman Islands exempted limited partnership. NRC Fund GP and BCA are Delaware limited liability companies. Mr. Drapkin is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common Stock, $0.01 Par Value (the "Common Stock") | |
| (e) | CUSIP No.:
390320703 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of March 5, 2026, Northern Right Capital Management, L.P. beneficially owned 874,804 shares of Common Stock.
Northern Right QP beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) 313,094 shares of Common Stock (the "QP Shares"), which represent approximately 2.2% of the outstanding shares of Common Stock.
NRC LO beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) 116,237 shares of Common Stock (the "LO Shares"), which represent approximately 0.8% of the outstanding shares of Common Stock.
Northern Right Management, in its capacity as general partner of Northern Right QP, may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the QP Shares. Northern Right Management, in its capacity as investment manager for NRC LO, may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the LO Shares. Northern Right Management, in its capacity as investment manager for the Managed Accounts, may be deemed to have the sole power to vote or to direct the vote of (and the sole power to dispose or direct the disposition of) the 369,140 shares of the Common Stock held by the Managed Accounts. In the aggregate, such shares represent approximately 2.6% of the outstanding shares of Common Stock. Northern Right Management disclaims beneficial ownership of all of the shares of Common Stock held by each of Northern Right QP, NRC LO and the Managed Accounts, in each case except to the extent of its pecuniary interest therein.
BCA, as general partner of Northern Right Management, may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock beneficially owned (or deemed beneficially owned) by Northern Right Management. BCA disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. In the aggregate, such shares represent 5.7% of the outstanding shares of Common Stock.
NRC Fund GP, as general partner of NRC LO, may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the LO Shares. NRC Fund GP disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.
Mr. Drapkin beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) 76,333 shares of Common Stock. Mr. Drapkin, as managing member of BCA and NRC Fund GP, may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock beneficially owned (or deemed beneficially owned) by BCA and NRC Fund GP. Mr. Drapkin disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. In the aggregate, such shares represent approximately 6.2% of the outstanding shares of Common Stock.
As of the date hereof, no Reporting Person beneficially owns any shares of Common Stock other than those set forth in Item 4 of this Statement. | |
| (b) | Percent of class:
The following percentage is based on 13,998,168 Common Stock outstanding as of February 23, 2026, as disclosed in the Issuer's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2026.
As of March 5, 2026, the Reporting Persons may be deemed to have beneficially owned approximately 6.2% of the outstanding Common Stock. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 on the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on June 7, 2022. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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