SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Drapkin Matthew A

(Last)

(First)

(Middle)

C/O NORTHERN RIGHT CAPITAL MANAGEMENT LP

9 OLD KINGS HIGHWAY, 4TH FLOOR

(Street)

DARIEN

06820

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Great Elm Capital Corp. [ GECC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2022		M		84,000	A	$12.5	220,399	I⁽¹⁾	See Footnote⁽⁶⁾⁽⁷⁾
Common Stock	06/15/2022		M		160,000	A	$12.5	208,932	I⁽²⁾	See Footnote⁽⁶⁾⁽⁷⁾
Common Stock	06/15/2022		M		320,000	A	$12.5	369,140	I⁽³⁾	See Footnote⁽⁶⁾⁽⁷⁾
Common Stock	06/15/2022		M		20,000⁽⁴⁾	A	$12.5	21,308	D
Common Stock	06/15/2022		J		40,000⁽⁴⁾⁽⁵⁾	A	$12.5	40,309	I⁽⁵⁾	See Footnote⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights	$12.5	06/15/2022		M			131,606	05/26/2022	06/10/2022	Common Stock	131,606	$0	0	I⁽⁹⁾	See Footnote⁽⁶⁾⁽⁷⁾
Subscription Rights	$12.5	06/15/2022		M			47,335	05/26/2022	06/10/2022	Common Stock	47,335	$0	0	I⁽¹⁰⁾	See Footnote⁽⁶⁾⁽⁷⁾
Subscription Rights	$12.5	06/15/2022		M			48,194	05/26/2022	06/10/2022	Common Stock	48,194	$0	0	I⁽¹¹⁾	See Footnote⁽⁶⁾⁽⁷⁾
Subscription Rights	$12.5	06/15/2022		M			1,308	05/26/2022	06/10/2022	Common Stock	1,308	$0	0	D
Subscription Rights	$12.5	06/15/2022		M			309	05/26/2022	06/10/2022	Common Stock	309	$0	0	I⁽¹²⁾	See Footnote⁽⁸⁾

Explanation of Responses:

1. Represents shares of common stock held directly by Northern Right Capital (QP), L.P., a Texas limited partnership ("Northern Right QP").

2. Represents shares of common stock held directly by NRC Partners I, L.P. ("NRC Partners").

3. Represents shares of common stock purchased by Northern Right Capital Management, L.P., a Texas limited partnership ("Northern Right Management"), on behalf of separate managed accounts on behalf of an investment advisory client (the "Managed Accounts").

4. On June 15, 2022, the Reporting Person exercised in full his primary subscription rights (each 1 subscription right entitling him to purchase 1 share of Common Stock and oversubscritption privilege), which were issued to holders of Common Stock on the May 23, 2022 record date for the rights offering.

5. Represents shares of common stock held directly by Bernice Drapkin Non-GST Exempt Marital Trust U/A/D 12/10/2015 (the "Marital Trust").

6. As general partner and investment manager of NRC Partners and Northern Right QP, Northern Right Management may be deemed to be the beneficial owner of the shares of common stock held by NRC Partners and Northern Right QP. As the investment manager of the Managed Accounts, Northern Right Management may also be deemed to be the beneficial owner of the shares of common stock held by the Managed Accounts. As general partner of Northern Right Management, BC Advisors, LLC, a Texas limited liability company ("BCA") may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by Northern Right Management. As the managing member of BCA, the Reporting Person may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by BCA.

7. (continued from footnote 6) The Reporting Person disclaims such beneficial ownership of the shares of common stock indirectly owned through his position with BCA, except to the extent of his pecuniary interest therein.

8. As trustee of the Marital Trust, the Reporting Person may be deemed to be the beneficial owner of the shares of common stock beneficially owned (or deemed beneficially owned) by the Marital Trust. The Reporting Person disclaims such beneficial ownership of the shares of common stock indirectly owned through his position as trustee of the Marital Trust.

9. Represents subscription rights held directly by Northern Right QP.

10. Represents subscription rights held directly by NRC Partners.

11. Represents subscription rights held by Northern Right Management, on behalf of the Managed Accounts.

12. Represents subscription rights held by the Marital Trust.

	/s/ Adam M. Kleinman, attorney-in-fact	06/17/2022
	** 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).
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