Amendment: SEC Form SCHEDULE 13D/A filed by Great Elm Group Inc.
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Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)
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Great Elm Capital Corp. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
390320703 (CUSIP Number) |
Jason W. Reese Great Elm Group, Inc., 3801 PGA Boulevard, Suite 603 Palm Beach Gardens, FL, 33410 (617) 375-3006 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/07/2025 (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.
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 13D
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| CUSIP No. | 390320703 |
| 1 |
Name of reporting person
Great Elm Group, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,358,276.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row 13: Based on 13,998,168 shares of common stock, par value $0.01, outstanding, which includes (i) 11,568,378 shares outstanding as reported on the Issuer's (as defined below) Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2025, filed August 4, 2025, (ii) 1,139,790 shares issued under the Issuer's ATM Facility (as defined below) since the filing the Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 2025 and (iii) 1,290,000 shares issued to Poor Richard LLC on August 27, 2025 (as described under Item 5 below).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Great Elm Capital Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
3801 PGA BOULEVARD, SUITE 603, PALM BEACH GARDENS,
FLORIDA
, 33410. | |
Item 1 Comment:
This Amendment No. 14 to the statement of beneficial ownership on Schedule 13D (this "Amendment No. 14") amends the Schedule 13D originally filed by the Reporting Person with the United States Securities and Exchange Commission (the "SEC") on October 1, 2019, as amended by Amendment No. 1 dated October 1, 2020, Amendment No. 2 dated December 31, 2020, Amendment No. 3 dated September 20, 2021, Amendment No. 4 dated May 11, 2022, Amendment No. 5 dated June 17, 2022, Amendment No. 6 dated January 3, 2022, Amendment No. 7 dated January 24, 2023, Amendment No. 8 dated September 22, 2023, Amendment No. 9 dated February 12, 2024, Amendment No. 10 dated June 24, 2024, Amendment No. 11 dated September 25, 2024, Amendment No. 12 dated December 13, 2024 and Amendment No. 13 dated August 27, 2025 (as so amended, the "Schedule 13D"), relating to the shares of common stock, par value $0.01 (the "Common Stock"), of Great Elm Capital Corp., a Maryland corporation (the "Issuer"). Unless otherwise indicated, all capitalized terms used herein in this Amendment No. 14 shall have the meaning ascribed to them in Schedule 13D, and unless amended hereby, all information previously filed remains in effect. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:
(a) and (b) The aggregate percentage of Common Stock reported to be owned by the Reporting Person is based on 13,998,168 shares of Common Stock outstanding. The aggregate number of shares of Common Stock outstanding includes (i) 11,568,378 shares, which is the number of shares of Common Stock outstanding as reported on the Issuer's Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2025, filed August 4, 2025, (ii) 1,139,790 shares issued under the at-the market facility pursuant to the Equity Distribution Agreement as described in the Issuer's prospectus supplement dated May 6, 2025 ("ATM Facility") since the filing of the Issuer's Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2025 and (iii) 1,290,000 shares of Common Stock issued to Poor Richard LLC as reported on the Issuer's Current Report on Form 8-K, filed on August 27, 2025.
As of October 9, 2025, the Reporting Person may be deemed to beneficially own 1,358,276 shares of Common Stock, which represents approximately 9.7% of the issued and outstanding shares of Common Stock.
To the Reporting Person's knowledge, the directors and executive officers of the Reporting Person beneficially own in the aggregate 1,021,099 shares of Common Stock, which represents approximately 7.9% of the issued and outstanding shares of Common Stock. | |
| (c) | Since the filing of Amendment No. 13 on August 27, 2025, the Reporting Person granted 79,803 shares of Common Stock owned by the Reporting Person as compensation to certain employees in exchange for no consideration and which were delivered by the Reporting Person (together with any accumulated stock dividends thereon) to such employees in connection with the vesting of such awards (or an applicable portion thereof) between September 19, 2025 and September 23, 2025. | |
| 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.
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