SC 13D

CUSIP NO.359671104 Page 1 of 10 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)

Full Circle Capital Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

359671104

(CUSIP Number)

David C. Sims, President, Sims Capital Management LLC

225 East Mason Street, Suite 802

Milwaukee, WI 53202-3657

Telephone: (414) 765-1107

 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

July 26, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

CUSIP NO.359671104 Page 2 of 10 Pages

1	NAME OF REPORTING PERSON Sims Capital Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ☐(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,116,014
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,116,014
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,116,016
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.97%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA

CUSIP NO.359671104 Page 3 of 10 Pages

1	NAME OF REPORTING PERSON David C. Sims
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ☐(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,116,014
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,116,014
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,116,014
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.97%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP NO.359671104 Page 4 of 10 Pages

1	NAME OF REPORTING PERSON Luke E. Sims
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a) ☐(b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OFSHARESBENEFICIALLYOWNED BYEACHREPORTINGPERSON WITH		7	SOLE VOTING POWER 12,700
		8	SHARED VOTING POWER 1,116,014
		9	SOLE DISPOSITIVE POWER 12,700
		10	SHARED DISPOSITIVE POWER 1,116,014
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,128,714
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.02%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP NO.359671104 Page 5 of 10 Pages

Item 1.Security and Issuer.

This Schedule 13D relates to shares of the Common Stock, par value $0.01 per share (the “Shares”), of Full Circle Capital Corporation, a Maryland corporation (the “Fund”).  The address of the principal executive offices of the Fund is 102 Greenwich Avenue, 2^nd Floor, Greenwich, CT 06830.

Item 2. Identity and Background.

Sims Capital Management LLC (“SCM”):

(a)	Sims Capital Management LLC (a Wisconsin limited liability company) (“SCM”).  SCM is owned 50% by David C. Sims and 50% by Luke E. Sims.  Messrs. David C. Sims and Luke E. Sims, respectively, are the only managers and officers of SCM.
(b)	225 East Mason Street, Suite 802, Milwaukee, WI  53202-3657
(c)	SEC-registered investment advisor (IA)
(d)	Not applicable
(e)	Not applicable
(f)	Wisconsin

David C. Sims:

(a)	David C. Sims
(b)	225 East Mason Street, Suite 802, Milwaukee, WI  53202-3657
(c)	President of Sims Capital Management LLC, an SEC-registered investment advisor.  SCM’s business address is 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657.
(d)	Not applicable
(e)	Not applicable
(f)	United States

Luke E. Sims:

(a)	Luke E. Sims
(b)	225 East Mason Street, Suite 802, Milwaukee, WI  53202-3657
(c)	Chairman of Sims Capital Management LLC, an SEC-registered investment advisor.  SCM’s business address is 225 East Mason Street, Suite 802, Milwaukee, WI 53202-3657.
(d)	Not applicable
(e)	Not applicable
(f)	United States

Each of the persons identified in this Schedule 13D is a party to that certain Joint Filing Agreement attached hereto as Exhibit 99.1.

CUSIP NO.359671104 Page 6 of 10 Pages

Item 3. Source and Amount of Funds or Other Consideration.

SCM purchased Shares with investment funds held by advisory clients.  SCM owns no Shares itself.

To the knowledge of SCM, no borrowed funds were used by advisory clients in purchasing Shares, except that advisory client Peregrine Investment Fund LLC (“Peregrine”), a private investment fund affiliated with the reporting persons, maintains a customary brokerage margin account with Charles Schwab & Co., Inc. and some portion of Peregrine’s purchases may have been made with borrowed funds.

Luke E. Sims used his personal investment funds to purchase Shares.

Item 4. Purpose of Transaction.

The reporting persons have purchased Shares because they believe the Shares are undervalued.  The reporting persons, or any of them, may from time to time purchase additional Shares, either in the open market, in privately-negotiated transactions, or otherwise.  Moreover, the reporting persons, or any of them, may from time to time dispose of Shares, either in the open market, in privately-negotiated transactions, or otherwise.

The Fund reportedly created a special committee (“Special Committee”) of its Board of Directors (“Board”) in November 2015.  The purpose of this Special Committee was to consider the Fund’s strategic options.

The creation of the Special Committee was, to the best of SCM’s knowledge, first publicly reported in mid-February 2016.

In late April 2016, SCM sent a letter to the Special Committee proposing various strategic options for the Special Committee to consider, including strategies to utilize the Fund’s approximately $45 million of net realized and unrealized capital losses (“Tax Losses”).  Nothing came of these various SCM-proposed strategic options.

In late June 2016, the Fund announced a complex merger proposal (“Proposed Merger”) for the merger of the Fund into a newly-created entity (Great Elm Capital Corp.) (“Survivor”), which proposal also included significant investments by funds affiliated with MAST Capital Management, LLC (“MAST”), and managerial roles by various current MAST principals and employees.  The Proposed Merger included, among other things, the contribution by MAST and MAST affiliates to the Survivor of certain junk (high yield) bonds and/or other securities issued by high risk and/or financially-troubled issuers.

Since the announcement of the Proposed Merger, SCM has sent three (3) letters to the Fund’s Board raising various issues with respect to: (i) the convoluted structure and complexity of the Proposed Merger, and (ii) raising specific issues with respect to the quality and pricing of certain of the MAST assets proposed to be contributed to the Survivor in the Proposed Merger, particularly the securities of Avanti Communications PLC.  (Copies of these letters are included as exhibits to this filing.)  The investing public apparently agrees with our assessment of the Proposed Merger since the Fund’s stock price declined after the Proposed Merger was announced and continues to trade at a significant discount (currently approximately 26%) from the Fund’s March 31, 2016 net asset value (NAV) of $3.61 per share.

CUSIP NO.359671104 Page 7 of 10 Pages

SCM believes that Fund shareholders will be better served by turning down the Proposed Merger, and then proceeding to liquidate the Fund.  (We acknowledge the fact that liquidation will result in the destruction of the value of the Tax Losses, but we have not been successful in getting the Special Committee or the entire Fund Board to address this issue.)  SCM does not necessarily believe that liquidation is the best option available to the Fund and its shareholders, but believes that it is far preferable to the Proposed Merger.

SCM believes that Fund shareholders should receive a minimum consideration of Fund NAV as of March 31, 2016 ($3.61 per share), plus a pro rata share of the Fund’s net investment income from that date to the date of liquidation.   Based upon its recent financial performance, the Fund has been generating positive net investment income.

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the reporting persons have such a purpose.  Except as noted in this Schedule 13D, none of the reporting persons currently has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive of Item (4) of Schedule 13D.  Such persons may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5. Interests in Securities of the Issuer.

(a) The reporting persons in the aggregate beneficially own 1,128,714 Shares, representing 5.02% of the Fund’s 22,472,213 outstanding Shares (based on the Fund’s Form 10-Q for the quarter ended March 31, 2016).  All of these Shares are owned; none are subject to a right to acquire by any reporting person.

(b) Each reporting person (in the group) has beneficial ownership of Shares as follows:

Sims Capital Management LLC:

(i)	Sole power to vote:	---
(ii)	Shared power to vote:	1,116,014
(iii)	Sole power to dispose:	---
(iv)	Shared power to dispose:	1,116,014

David C. Sims:

(i)	Sole power to vote:	---
(ii)	Shared power to vote:	1,116,014
(iii)	Sole power to dispose:	---
(iv)	Shared power to dispose:	1,116,014

Luke E. Sims:

(i)	Sole power to vote:	12,700
(ii)	Shared power to vote:	1,116,014
(iii)	Sole power to dispose:	12,700
(iv)	Shared power to dispose:	1,116,014

CUSIP NO.359671104 Page 8 of 10 Pages

(c) During the 60-day period preceding the filing of this Schedule 13D, the reporting persons have purchased and/or sold Shares in the open market as follows:

Name	Trade Date	Number of Shares Purchased/(Sold)	Price Per Share
Sims Capital Management LLC Sims Capital Management LLC Sims Capital Management LLC Sims Capital Management LLC Sims Capital Management LLC Sims Capital Management LLC Sims Capital Management LLC Sims Capital Management LLC Sims Capital Management LLC Sims Capital Management LLC Sims Capital Management LLC Sims Capital Management LLC	06/14/16 06/15/16 06/16/16 06/17/16 06/21/16 06/22/16 06/23/16 07/05/16 07/22/16 07/25/16 07/26/16 07/27/16	149,913 132,087 27,663 41,000 30,053 40,275 37,809 (27,521) 12,559 9,860 29,613 1,695	$ 2.69   2.69   2.71   2.69   2.73   2.73   2.73   2.69   2.63   2.66   2.69   2.63

(c) Each advisory client of Sims Capital Management LLC has the right to receive dividends from, and the proceeds from the sale of, Shares held by such advisory client.  Luke E. Sims has the right to receive dividends from, and the proceeds from the sale of, his individually-owned Shares.

(e)Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable.

CUSIP NO.359671104 Page 9 of 10 Pages

Item 7.Material to be Filed as Exhibits.

Exhibit No.	Description
99.1	Joint Filing Agreement.
99.2	Letter, dated July 1, 2016, from Sims Capital Management LLC to Full Circle Capital Corporation Board of Directors.
99.3	Letter, dated July 11, 2016, from Sims Capital Management LLC to Full Circle Capital Corporation Board of Directors.
99.4	Letter, dated July 18, 2016, from Sims Capital Management LLC to Full Circle Capital Corporation Board of Directors.

CUSIP NO.359671104 Page 10 of 10 Pages

SIGNATURES

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.

Date:July 28, 2016

SIMS CAPITAL MANAGEMENT LLC

By:/s/ David C. Sims

David C. Sims

President

/s/ David C. Sims

David C. Sims

/s/ Luke E. Sims

Luke E. Sims

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Full Circle Capital Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of July 28, 2016.

SIMS CAPITAL MANAGEMENT LLC

By:/s/ David C. Sims

David C. Sims

President

 

/s/ David C. Sims

David C. Sims

/s/ Luke E. Sims

Luke E. Sims

EX-99.2

Exhibit 99.2

July 1, 2016

PERSONAL AND CONFIDENTIAL

Board of Directors

Full Circle Capital Corporation

102 Greenwich Avenue, 2^nd Floor

Greenwich, CT 06830

Gentlemen:

We hold a little over 1.1 million shares of FULL Circle Capital Corporation (FULL) common stock, approximately 4.9% of the total outstanding shares.    

We are somewhat perplexed by the recently-announced transaction with Great Elm Capital Group (GEC) and the MAST entities (MAST).    We continue to study this transaction, but to date have two major issues for your consideration:

1.MAST Assets.  Our preliminary review of the $90MM of MAST assets to be transferred to the surviving Great Elm Capital Corp (Survivor) raises substantial concerns.   MAST proposes to transfer $56MM of securities issued by Avanti Communications (Avanti).   Avanti’s debt is rated as “highly speculative”.  We also note that Avanti’s debt is denominated in US Dollars, though Avanti’s business is headquartered in and substantially focused on Great Britain, whose currency has been battered since the Brexit vote.

The Board should revisit whether speculative Avanti securities are investment-worthy.  Further, given the very illiquid market for the securities, does the Board have the tools to value them accurately?  A small error, magnified across $56MM in securities, can cause FULL shareholders to incur a major loss.  The Board should affirm the value at the board level; a decision of that magnitude cannot be outsourced.

If the MAST assets proposed to be transferred to the Survivor are unduly risky or inappropriately valued, then FULL shareholders are severely and negatively impacted.

2.Complex and Questionable Transaction.  We’re still scratching our heads over this unduly complex and convoluted transaction.   Apparently the general investing public agrees with us, since the announcement of the proposed transaction hasn’t narrowed the gap between the current FULL stock price of $2.70 and the latest reported NAV of $3.61 (as of 03/31/16).    If investors had confidence in this deal, that gap would have narrowed significantly.

We view liquidation as a reasonable and more valuable option for FULL.  Even with transaction costs factored in, we ballpark a cash payout in the $3.25 to $3.30 per share range, in cash, under a liquidation scenario based upon FULL’s NAV of $3.61.   We support liquidation as an alternative to the proposed transaction.

We’re not happy with the proposed transaction, and continue to evaluate our options. We’re copying the other major FULL shareholders so that they can also weigh in to the FULL Board with their thoughts on the proposed deal.

Very truly yours,

/s/ David C. Sims

David C. Sims

President

cc:Bulldog Investors, LLC

cc:RiverNorth Capital Management, LLC

Sims Capital Management LLC  | 225 East Mason Street, Suite 802  | Milwaukee, WI 53202

(414) 765-1107                         |                    www.simscapital.com

EX-99.3

Exhibit 99.3

July 11, 2016

PERSONAL AND CONFIDENTIAL

Board of Directors

Full Circle Capital Corporation

102 Greenwich Avenue, 2^nd Floor

Greenwich, CT 06830

Gentlemen:

We appreciate the call last week from Mr. McMahon, who responded to the two issues from my July 1^st letter (copy enclosed).  However, that conversation raised further questions.

1.Liquidation.  Mr. McMahon pointed to the 80% supermajority voting requirement in FULL’s Articles of Amendment and Restatement (Section 6.2).   However, we note that the existing FULL Board consists of Continuing Directors (as defined), and that a majority of the Continuing Directors can avoid that 80% requirement, lowering the bar to a simple majority shareholder vote.

FULL management did a nice job in Q1 selling $59MM of securities, while generating $2MM of net investment income.  The Fund’s remaining $84MM portfolio should not pose a challenge to liquidate.  For shareholders, it’s an easy choice between $3.61 in cash or shares in a discounted BDC.

2.Valuation of MAST Assets.  We understand the proposed valuation for the MAST assets, per the merger agreement.  The FULL board should not yield its duty to value MAST securities independently and seek those values in a combination.  In that vein, one would typically expect to see a discount(s) for lack of marketability, liquidity, block discount, etc.; no seller of those MAST assets into the open market would receive values anywhere close to the values that MAST places on those assets.  (If MAST thinks those assets are correctly valued, it should sell them and contribute cash.)

The FULL market price suggests no viability of the proposed transaction.  We imagine that the FULL board is disappointed with the investor reaction to the proposed deal.  To continue FULL’s path to a fruitful resolution, we request FULL include a proposal at the special meeting to take the next step towards liquidation.  The Special Meeting is generally restricted to the proposed item (GECC combination) but also allows for legally required items.  Under that umbrella and shareholders’ evergreen right to terminate the investment advisory agreement, we suggest the Board include a proposal to terminate the investment advisory agreement at the Special Meeting, the next step in an orderly liquidation.

We appreciate the Board’s ongoing attention to the resolution of the fund.  Given the information available today, the Board should get their ducks in a row for a liquidation of FULL.

Very truly yours,

/s/ David C. Sims

David C. Sims

President

Sims Capital Management LLC  | 225 East Mason Street, Suite 802  | Milwaukee, WI 53202

(414) 765-1107                         |                    www.simscapital.com

cc:     Andrew Dakos

         Bulldog Investors, LLC

         Park 80 West---Plaza Two

         250 Pehle Avenue, Suite 708

         Saddle Brook, NJ 07663

         Marcus Collins

         Chief Compliance Officer

         RiverNorth Capital Management, LLC

         325 N. LaSalle Street

         Suite 645

         Chicago, IL 60654-7030

            Luke E. Sims (Chairman, Sims Capital Management)

         Michael McMahon, electronically

Sims Capital Management LLC  | 225 East Mason Street, Suite 802  | Milwaukee, WI 53202

(414) 765-1107                         |                    www.simscapital.com

EX-99.4

Exhibit 99.4

July 18, 2016

PERSONAL AND CONFIDENTIAL

Board of Directors

Full Circle Capital Corporation

102 Greenwich Avenue, 2^nd Floor

Greenwich, CT 06830

Gentlemen:

We continue to worry about the valuation of Avanti Communications (“Avanti”) debt.   Since our letter a week ago, the value of the debt has fallen 18%.  Days later, Moody’s downgraded Avanti’s debt to Ca (default imminent).  The Board’s responsibility to value the Avanti debt is now more important and more difficult than ever.

MAST has lost $10MM on the Avanti debt earmarked for GECC since the proposed deal’s announcement.  Had the Board accepted the 6/30 price, FULL shareholders would have already lost $4MM ($0.18 per FULL share).  Losses will be more severe when the price reflects Moody’s downgrade.

Our concerns about the quality and marked value of the MAST assets have been validated.  The FULL Board has the nearly impossible task of valuing bonds that may be in default by the time the proxy statement is finalized.   We encourage the Board to disqualify Avanti debt as being acceptable for MAST to meet its commitment.

                                                                                         Very truly yours,

     /s/ Luke E. Sims

                                                                                         Luke E. Sims, Chairman

Enc.:  Moody’s July 14^th press release, David Sims’ July 11^th letter.

cc:     Andrew Dakos

         Bulldog Investors, LLC

         Park 80 West---Plaza Two

         250 Pehle Avenue, Suite 708

         Saddle Brook, NJ 07663

         Marcus Collins

         Chief Compliance Officer

         RiverNorth Capital Management, LLC

         325 N. LaSalle Street

         Suite 645

         Chicago, IL 60654-7030

         Michael McMahon, electronically

Sims Capital Management LLC  | 225 East Mason Street, Suite 802  | Milwaukee, WI 53202

(414) 765-1107                         |                    www.simscapital.com