Large owner Great Elm Group, Inc. disposed of $890,453 worth of shares (88,251 units at $10.09), decreasing direct ownership by 5% to 1,440,722 units (SEC Form 4)
$GEG
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| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Great Elm Capital Corp. [ GECC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/20/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 09/20/2024 | J(1) | 31,879 | D | $10.09 | 1,486,283 | D | |||
| Common Stock | 09/20/2024 | J(2) | 30,584 | D | $10.09 | 1,455,699 | D | |||
| Common Stock | 09/24/2024 | J(2) | 14,977 | D | $10.09 | 1,440,722 | D | |||
| Common Stock | 09/24/2024 | J(3) | 10,811 | D | $10.09 | 1,429,911 | D(4) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 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 (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 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: 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 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. |
| /s/ Adam M. Kleinman, attorney-in-fact | 09/24/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||