gec-sc13g.htm

SCHEDULE 13G

CUSIP No. 390320109Page 1 of 6

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

Great Elm Capital Corp.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

390320109

(CUSIP Number)

 

November 3, 2016

(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)

 

Rule 13d-1(c)

 

Rule 13d-1(d)

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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).

 

 


SCHEDULE 13G

CUSIP No. 390320109Page 2 of 6

1

Names of reporting persons

Great Elm Capital Group, Inc.

2

Check the appropriate box if a member of a group

(a) (b)

 

3

SEC use only

 

4

Citizenship or place of organization

Delaware

Number of
shares
beneficially
owned by
each
reporting
person
with

5

Sole voting power

1,298,361

6

Shared voting power

668,306

7

Sole dispositive power

1,298,361

8

Shared dispositive power

668,306

9

Aggregate amount beneficially owned by each reporting person

1,966,667 (See Item 4 below)

10

Check box if the aggregate amount in Row (9) excludes certain shares

11

Percent of class represented by amount in Row (9)

18.5%

12

Type of reporting person

 

CO

 


SCHEDULE 13G

CUSIP No. 390320109Page 3 of 6

1

Names of reporting persons

Great Elm DME Holdings, Inc.

2

Check the appropriate box if a member of a group

(a) (b)

 

3

SEC use only

 

4

Citizenship or place of organization

Delaware

Number of
shares
beneficially
owned by
each
reporting
person
with

5

Sole voting power

0

6

Shared voting power

668,306

7

Sole dispositive power

0

8

Shared dispositive power

668,306

9

Aggregate amount beneficially owned by each reporting person

668,306 (See Item 4 below)

10

Check box if the aggregate amount in Row (9) excludes certain shares

11

Percent of class represented by amount in Row (9)

6.27%

12

Type of reporting person

 

CO

 

Explanatory Note: On September 7, 2018, Great Elm Capital Group, Inc. (“GEC”) transferred 668,306 shares of the Issuer’s common stock to Great Elm DME Holdings, Inc., a wholly-owned subsidiary of GEC.


SCHEDULE 13G

CUSIP No. 390320109Page 4 of 6

Item 1(a).Name of Issuer:

Great Elm Capital Corp.

Item 1(b).Address of Issuer’s Principal Executive Offices:

800 South Street, Suite 230

Waltham, Massachusetts 02453

 

Item 2(a).Name of Person Filing:

Great Elm Capital Group, Inc., parent company of Great Elm DME Holdings, Inc.

 

Great Elm DME Holdings, Inc., wholly-owned subsidiary of Great Elm Capital Group, Inc.  

 

Item 2(b).Address or Principal Business Office or, if none, Residence:

800 South Street, Suite 230

Waltham, Massachusetts 02453

 

Item 2(c).Citizenship:

Delaware

Item 2(d).Title of Class of Securities:

Common Stock, par value $0.01 per share

Item 2(e).CUSIP Number:

390320109

Item 3.If this statement is filed pursuant to Rule 13d-1(b), or 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)

(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

(d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e) Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)

(f) Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)

(g) Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G)

(h) Savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i) 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)

(j) Non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J)

(k) Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:  

Item 4.Ownership:

Great Elm Capital Group, Inc.

(a)Amount Beneficially Owned:

1,966,667

(b)Percent of Class:

18.5%

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote

1,298,361

(ii)shared power to vote or to direct the vote

668,306

(iii)sole power to dispose or to direct the disposition of

1,298,361

(iv)shared power to dispose or to direct the disposition of

668,306

Great Elm DME Holdings, Inc.

(a)Amount Beneficially Owned:

668,306

(b)Percent of Class:

6.27%


SCHEDULE 13G

CUSIP No. 390320109Page 5 of 6

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote

0

(ii)shared power to vote or to direct the vote

668,306

(iii)sole power to dispose or to direct the disposition of

0

(iv)shared power to dispose or to direct the disposition of

668,306

 

 

On September 7, 2018, GEC transferred 668,306 shares of the Issuer’s common stock to Great Elm DME Holdings, Inc., a wholly-owned subsidiary of GEC.

 

 

Item 5.Ownership of Five Percent or Less of a Class:

Not Applicable.

Item 6.Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

See Exhibit A.

Item 8.Identification and Classification of Members of the Group:

Not Applicable.

Item 9.Notice of Dissolution of Group:

Not Applicable.

Item 10.Certifications:

Not Applicable.

 

 

 

Exhibits

99.1

Exhibit A

99.2

Joint Filing Agreement

 


SCHEDULE 13G

CUSIP No. 390320109Page 6 of 6

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.

 

 

September 11, 2018
Date

Great Elm Capital Group, Inc.

By: /s/ John J. Woods
Name: John J. Woods
Title: Chief Financial Officer

 

                   Great Elm DME Holdings, Inc.

By: /s/ Adam M. Kleinman
Name: Adam M. Kleinman
Title: Secretary

 

 

gec-ex991_14.htm

Exhibit 99.1

Exhibit A

 

The Schedule 13G to which this attachment is appended is filed by Great Elm Capital Group, Inc. on behalf of itself and Great Elm DME Holdings, Inc., a wholly-owned subsidiary of Great Elm Capital Group, Inc.

 

gec-ex992_15.htm

Exhibit 99.2

Joint Filing Agreement

 The undersigned hereby agree that this Schedule 13G (the “Schedule 13G”) with respect to the common stock of Great Elm Capital Corp. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate. It is understood and agreed that the joint filing of the Schedule 13G shall not be construed as an admission that the persons named herein constitute a group for purposes of Regulation 13D-G of the Securities Exchange Act of 1934, nor is a joint venture for purposes of the Investment Company Act of 1940. 

 

 

September 11, 2018
Date

Great Elm Capital Group, Inc.

By: /s/ John J. Woods
Name: John J. Woods
Title: Chief Financial Officer

 

                   Great Elm DME Holdings, Inc.

By: /s/ Adam M. Kleinman
Name: Adam M. Kleinman
Title: Secretary