UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 25, 2020

Great Elm Capital Corp.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (617) 375-3006

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Great Elm Capital Corp. (the “Company”) declared the record and payment dates for its previously announced third quarter 2020 monthly base distribution of $0.083 per share.  The distributions will be paid in cash or shares of the Company’s common stock at the election of the shareholders, although the total amount of cash to be distributed to all shareholders will be limited to approximately 10% of the total distributions to be paid to all shareholders.  The remainder of the distributions (approximately 90%) will be paid in the form of shares of the Company’s common stock. These distributions are being made in accordance with the terms of the indentures governing the Company’s outstanding notes and certain applicable Treasury regulations and private letter rulings on cash/stock dividends issued by the IRS that allow a publicly-traded regulated investment company to satisfy its distribution requirements from distributions paid partly in common stock provided that at least 10% of the distributions are payable in cash and certain other requirements are satisfied.

The schedule of distribution payments is as follows:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.