Great Elm Capital (GECC) SC 13D/AGreat Elm Capital / Great Elm ownership change

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Amendment No. 2)

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)

390320109

(CUSIP Number)

Peter A. Reed

Great Elm Group, Inc.

800 South Street, Suite 230

Waltham, MA 02453

Telephone Number: (617) 375-3006

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

December 29, 2020

(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.  ☐

This Amendment No. 2 to the statement of beneficial ownership on Schedule 13D (this “Amendment No. 2”) amends the Schedule 13D originally filed by Great Elm Capital Group, Inc. with the United States Securities and Exchange Commission (the “SEC”) on October 1, 2019, as amended by Amendment No. 1 dated October 1, 2020 (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. 2 shall have the meaning ascribed to them in Schedule 13D, and unless amended hereby, all information previously filed remains in effect.

Item 2 of the Schedule 13D is hereby amended and supplemented by the following:

This Schedule 13D is being jointly filed by Great Elm Group, Inc., a Delaware corporation (“GEG”) and Forest Investments, Inc. (f/k/a Great Elm Capital Group, Inc.), a Delaware corporation (“Forest” and, together with GEG, the “Reporting Persons”, and each, a “Reporting Person”).

Pursuant to certain agreements with J.P. Morgan Broker-Dealer Holdings Inc. (“JPM,”) and following the consummation of the Reorganization (as defined below), among other things, JPM acquired 20% of Forest’s common stock.

The name, present principal employment and name, principal business and address of any corporation or other organization in which such employment is conducted of each director and executive officer of each of the Reporting Persons is set forth on Annex A hereto and incorporated herein by reference.

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:

On December 29, 2020, Great Elm Capital Group, Inc. (“GEC”) implemented a holding company reorganization (the “Reorganization”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 21, 2020, by and among GEC, GEG, and Forest Merger Sub, Inc., a Delaware corporation, which resulted in, among other things, GEG owning all of the outstanding capital stock of GEC and GEC changing its name to “Forest Investments, Inc.”

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 21,975,334 shares of Common Stock outstanding, which is the number of shares of Common Stock outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed by the Issuer with the SEC on November 9, 2020.

GEG may be deemed to beneficially own 5,854,794 shares of Common Stock, which represents approximately 26.6% of the issued and outstanding shares of Common Stock.  Such shares of Common Stock beneficially owned by the Reporting Person include (i) the shares of Common Stock held directly by GEG, over which GEG has sole voting and dispositive power and (ii) the shares of Common Stock held by Great Elm Opportunities Fund I, LP, a Delaware limited partnership (“GEOF”), over which GEG has shared voting and dispositive power. GEG’s wholly-owned subsidiary, Great Elm Opportunities GP, Inc., a Delaware corporation, serves as the general partner of GEOF.

To the Reporting Persons’ knowledge, the directors and executive officers of the Reporting Persons beneficially own in the aggregate 3,806,002.4396 shares of Common Stock, which represents approximately 17.3% of the issued and outstanding shares of Common Stock.

Upon consummation of the Reorganization described above, the shares of Common Stock held directly by GEC were transferred to GEG. As a result, Forest no longer beneficially owns these shares of Common Stock, nor does Forest have the sole or shared power to vote, or direct the vote, or the sole or shared power to dispose of, or direct the disposition of, any shares of Common stock. Following the filing of this Amendment No. 2, Forest will no longer be a Reporting Person with respect to the Issuer.

(c) – In addition to the Reorganization described above and monthly stock distributions paid by the Issuer, certain of the directors and officers of GEG, in their individual capacity, acquired an aggregate of 576 shares of Common Stock in open market purchases in the past 60 days.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:

The information set forth in Item 3 of this Amendment No. 2 is incorporated by reference in its entirety into this Item 6.

Reference to, and the description of, the Merger Agreement set forth herein is not intended to be complete and is qualified in its entirety by reference to the text of the Merger Agreement, which is included as Exhibit 99.2 to this Amendment No. 2.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following:

The following documents are filed as exhibits to this Amendment No. 2:

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.

DIRECTORS AND EXECUTIVE OFFICERS OF

EACH REPORTING PERSON

FOREST INVESTMENTS, INC.

The following table sets forth certain information with respect to the directors and executive officers of Forest. Each of the directors and executive officers listed below are United States citizens and have a business address of 800 South Street, Suite 230, Waltham, MA 02453.

GREAT ELM GROUP, INC.

The following table sets forth certain information with respect to the directors and executive officers of GEG. Each of the directors and executive officers listed below are United States citizens and have a business address of 800 South Street, Suite 230, Waltham, MA 02453.