As filed with the Securities and Exchange Commission on November 2, 2016

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934

 

Great Elm Capital Corp.

(Exact name of registrant as specified in its charter)

 

 

If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

 

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

 

Securities Act registration statement file number to which this form relates: 333-188280

 

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

 

Title of each class to be so registered		Name of each exchange on which each class is to be registered
8.25% Notes due 2020		The NASDAQ Stock Market LLC

 

 

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

 

None

(Title of class)

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of the Registrant’s Securities to be Registered

 

The description of the 8.25% Notes due 2020 (the “Notes”) contained in the sections entitled “Specific Terms of the Notes and the Offering” and “Description of Our Notes” in Full Circle Capital Corporation’s (“Full Circle”) prospectus dated June 25, 2013, which was filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on June 26, 2013, is incorporated herein by reference. The Notes are listed on the NASDAQ Capital Market and to trade thereon within 30 days of the original issue date under the trading symbol “FULLL.”

 

Item 2. Exhibits

 

Pursuant to the Instructions as to exhibits for registration statements on Form 8-A, the documents listed below are filed as exhibits to this Registration Statement:

 

Number		Exhibit
1		Indenture, dated as of June 3, 2013, between Full Circle and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit (d)(4) filed with Pre-Effective Amendment No. 1 to Full Circle’s Registration Statement on Form N-2 (File No. 333-188280) filed on June 11, 2013).
2		Form of First Supplemental Indenture, relating to the 8.25% Notes due 2020, between Full Circle and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit (d)(6) filed with Pre-Effective Amendment No. 2 to Full Circle’s Registration Statement on Form N-2 (File No. 333-188280) filed on June 19, 2013).
3		Form of 8.25% Notes due 2020.
4		Form of Second Supplemental Indenture, between the registrant, Full Circle and U.S. Bank National Association, as trustee.

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: November 2, 2016

 

 

				Great Elm Capital Corp.
By:	/s/ Peter A. Reed
	Name:	Peter A. Reed
	Title:	Chief Executive Officer

 

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EXHIBIT INDEX

 

Number		Exhibit
1		Indenture, dated as of June 3, 2013, between Full Circle and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit (d)(4) filed with Pre-Effective Amendment No. 1 to Full Circle’s Registration Statement on Form N-2 (File No. 333-188280) filed on June 11, 2013).
2		Form of First Supplemental Indenture, relating to the 8.25% Notes due 2020, between Full Circle and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit (d)(6) filed with Pre-Effective Amendment No. 2 to Full Circle’s Registration Statement on Form N-2 (File No. 333-188280) filed on June 19, 2013).
3		Form of 8.25% Notes due 2020.
4		Form of Second Supplemental Indenture, between the registrant, Full Circle and U.S. Bank National Association, as trustee.

 

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