X0306 4 2017-09-18 0 0001675033 Great Elm Capital Corp. GECC 0001429074 Mast Capital Management, LLC 31 ST. JAMES AVENUE 6TH FLOOR BOSTON MA 02116 0 0 1 0 0001429076 Steinberg David J. 31 ST. JAMES AVENUE 6TH FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2017-09-18 4 S 0 25000 10.754 D 5415521 I See footnotes Common Stock 2017-09-19 4 S 0 11216 10.6611 D 5404305 I See footnotes Represents shares of Common Stock, $0.01 Par Value, of Great Elm Capital Corp., a Maryland corporation (the "Common Stock" and the "Issuer"), sold by the following Mast Accounts: (i) 12,844 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P.; (ii) 11,433 shares of Common Stock sold by Mast Credit Opportunities I Master Fund Limited; and (iii) 723 shares of Common Stock sold by Mast Admiral Master Fund, L.P. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.75 to $10.84, inclusive, on September 18, 2017. Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,782,310 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 2,476,595 shares held by Mast Credit Opportunities I Master Fund Limited; and (iii) 156,616 shares held by Mast Admiral Master Fund, L.P. As the investment advisor of certain private investment funds (collectively, the "MAST Accounts"), including those disclosed herein, MAST Capital Management, LLC ("MAST Capital") may be deemed to be the beneficial owner of the shares of Common Stock held by the MAST Accounts disclosed herein. MAST Capital also has the right to an asset-based fee relating to the MAST Accounts. Pursuant to Rule 16a-1, MAST Capital disclaims such beneficial ownership, except to the extent of its pecuniary interest therein. Mr. Steinberg may also be deemed to beneficially own the shares of Common Stock beneficially owned (or deemed to be beneficially owned) by MAST Capital, as he is the principal of MAST Capital. Pursuant to Rule 16a-1, Mr. Steinberg disclaims such beneficial ownership, except to the extent of his pecuniary interest therein. Represents shares of Common Stock sold by the following Mast Accounts: (i) 5,762 shares of Common Stock sold by Mast Select Opportunities Master Fund, L.P.; (ii) 5,130 shares of Common Stock sold by Mast Credit Opportunities I Master Fund Limited; and (iii) 324 shares of Common Stock sold by Mast Admiral Master Fund, L.P. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.66 to $10.68, inclusive, on September 19, 2017. Represents shares of Common Stock held directly by the Mast Accounts, for which MAST Capital is the investment manager, including: (i) 2,776,548 shares held by Mast Select Opportunities Master Fund, L.P; (ii) 2,471,465 shares held by Mast Credit Opportunities I Master Fund Limited; and (iii) 156,292 shares held by Mast Admiral Master Fund, L.P. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (7) to this Form 4. MAST CAPITAL MANAGEMENT, LLC, By: /s/ David J. Steinberg, Name: David J. Steinberg, Title: Authorized Signatory 2017-09-20 /s/ David J. Steinberg 2017-09-20