SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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*
Kleinman Adam M

(Last) (First) (Middle)
C/O GREAT ELM CAPITAL CORP.
800 SOUTH STREET, SUITE 230, WALTHAM, MA

(Street)
BOSTON MA 02453

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2017
3. Issuer Name and Ticker or Trading Symbol
Great Elm Capital Corp. [ GECC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Compliance Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 4,072 I By Mast Admiral Master Fund L.P.
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Richard S. Chernicoff as Attorney-in-Fact for Reporting Person 10/05/2017
** 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 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).
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.
                            GREAT ELM CAPITAL CORP.
LIMITED POWER OF ATTORNEY FOR REPORTING UNDER SECTION 16(a) OF THE SECURITIES
                        EXCHANGE ACT OF 1934, AS AMENDED

Know all by these presents, that the undersigned hereby constitutes and appoints
the officers of Great Elm Capital Corp. and Great Elm Capital Management, Inc.,
signing singly, the undersigned's true and lawful attorney-in-fact to:

(a)   execute for and on behalf of the undersigned, in the undersigned's
      capacity as director of Great Elm Capital Corp. or any of its portfolio
      company investments filings required under Section 16(a) of the Securities
      Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange
      Act");

(b)   do and perform any and all acts for and on behalf of the undersigned which
      may be necessary or desirable to complete and execute any such Exchange
      Act filings, complete and execute any amendment or amendments thereto, and
      timely file any such form with the United States Securities and Exchange
      Commission and any stock exchange or similar authority, including
      completing and executing a Uniform Application for Access Codes to File on
      Edgar on Form ID; and

(c)   take any other action of any type whatsoever in connection with the
      foregoing which, in the opinion of such
 attorney-in-fact, may be of
      benefit to, in the best interest of, or legally required by, the
      undersigned, it being understood that the documents executed by such
      attorney-in-fact on behalf of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such terms and conditions
      as such attorney-in-fact may approve in such attorney-in-fact's
      discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys- in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to make filings under the Exchange Act with
respect to Great Elm Capital Corp. or any of its portfolio companies, the
undersigned is no longer a director of Great Elm Capital Corp., or unless
earlier revoked by the undersigned in a signed writing delivered to an officer
of Great Elm Capital Corp.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of October 2017.


                                          /s/ Adam M. Kleinman
                                          ----------------------
                                          Adam M. Kleinman