Sec Form 13G Filing - Northern Right Capital Management L.P. filing for GREAT ELM CAP CORP NT 008.125% (GECCH) - 2021-02-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

GREAT ELM CAPITAL CORP.

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

390320109

(CUSIP Number)

December 31, 2020

(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, as amended (“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).

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

Taylor H. Wilson, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

CUSIP No. 390320109

CUSIP No. 390320109

CUSIP No. 390320109

CUSIP No. 390320109

CUSIP No. 390320109

Item 1.

Great Elm Capital Corp.

800 South Street, Suite 230

Waltham, MA 02453

Item 2.

This statement is jointly filed by and on behalf of each of Northern Right Capital Management, L.P. (“Northern Right Management”), Northern Right Capital (QP), L.P. (“Northern Right QP”), NRC Partners I, LP (“NRC Partners”), BC Advisors, LLC (“BCA”), and Matthew A. Drapkin (“Mr. Drapkin” and. together with Northern Right Management, Northern Right QP, NRC Partners and BCA, the “Reporting Persons”).

Each of Northern Right QP and NRC Partners (together, the “Funds”) has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares of common stock of the Issuer, par value $0.01 per share (the “Common Stock”), owned by it (collectively, the “Fund Shares”).

As general partner and investment manager of each of the Funds, Northern Right Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Fund Shares. In addition, Northern Right Management is the investment manager for certain separate managed accounts on behalf of investment advisory clients (collectively, the “Managed Accounts”) and may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares of Common Stock owned by the Managed Accounts. Northern Right Management does not own any Common Stock directly and disclaims beneficial ownership of the Fund Shares and any shares of Common Stock owned by the Managed Accounts.

As general partner of Northern Right Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any Common Stock beneficially owned by Northern Right Management. BCA does not own any Common Stock directly and disclaims beneficial ownership of any Common Stock beneficially owned by Northern Right Management.

As a member of BCA and pursuant to the operating agreement of BCA, Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any Common Stock beneficially owned by BCA. Mr. Drapkin disclaims beneficial ownership of any Common Stock beneficially owned by BCA.

Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.

The address of the principal business office of each of Northern Right Management, Northern Right QP, NRC Partners, BCA and Mr. Drapkin is 9 Old Kings Highway South, 4^th Floor, Darien, Connecticut 06820.

See Item 4 on the cover page(s) hereto.

Common stock, par value $0.01 per share

390320109

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                    

(i) Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

(ii) Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

(iii) Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

(iv) Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

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.

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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