GECC Great Elm Capital Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

Great Elm Capital Corp.
(Name of Issuer)

 

Common Stock, par value $0.01 per share

 

(Title of Class of Securities)

 

390320703

 

(CUSIP Number)

 

February 8, 2024

 

(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 information required in 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).

 

Item 1(a). Name of Issuer: Great Elm Capital Corp.

 

Item 1(b). Address of Issuer’s Principal Executive Officers: 800 South Street, Suite 230, Waltham, MA 02453.

 

Item 2(a). Name of Person Filing: Great Elm Strategic Partnership I, LLC.

 

Item 2(b). Address or Principal Business Office or, if None, Residence: 800 South Street, Suite 230, Waltham, MA 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 No.: 390320703.

 

Item 3. If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-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)    ☐    An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 

(f)    ☐    An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 

(g)   ☐    A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)   ☐    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)    ☐   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

(j)    ☐   A 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.

 

(a) Amount beneficially owned: 1,850,424.

 

(b) Percent of class: 19.6%.

 

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

 

 

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

 

Not applicable.

 

Item 6. Ownership of More than 5 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.

 

Not applicable.

 

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

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certifications.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

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.

 

EXHIBIT INDEX

 

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Adam M. Kleinman as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a deemed 10% owner of Great Elm Capital Corp. (the “Company”), Schedules 13D and 13G in accordance with Sections 13(d) and 13(g), respectively, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

(2) 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 Schedule 13D or 13G, complete and execute any amendment thereto, and timely file such schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) 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 such 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, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules 13D and 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 12, 2024.

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