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): October 2831, 2016

FULL CIRCLE CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

814-00809

27-2411476

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

102 Greenwich Avenue, 2^nd Floor

Greenwich, CT, 06830

(Address of principal executive offices including Zip Code)

(203) 900-2100

(Registrant’s telephone number, including area code)

N.A.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 85.0107 ~~Other~~Submission ~~Events.~~of Matters to a Vote of Security Holders

On October 2831, 2016, Full Circle Capital Corporation (~~"Full~~the “Company”) ~~Circle"~~held a special meeting of stockholders (the “Special Meeting”) ~~issued~~at awhich ~~press~~holders ~~release~~of the Company’s common stock, par value $0.01 A(the ~~copy~~“Common ofStock”), approved the ~~press~~merger ~~release~~(the is“Merger”) ~~attached~~of ~~hereto~~the asCompany ~~Exhibit~~with 99and into Great Elm Capital Corp.1 (“GECC”), pursuant to the agreement and isplan ~~incorporated~~of ~~herein~~merger, dated June 23, 2016, between the Company byand ~~reference~~GECC.

~~Item~~At ~~9.01 Financial~~the Special Meeting, of ~~Statements~~the 22,472,243 shares of common stock outstanding and ~~Exhibits~~entitled to vote, 14,402,067 votes were represented at the meeting, or approximately 64.08% of the total outstanding, which was sufficient to constitute a quorum.

~~(d)~~The ~~Exhibits~~final vote tally, as certified by Broadridge Financial Solutions, Inc., the inspector for the Special Meeting, indicates that the proposal to approve the Merger was approved by the holders of a majority of all of the outstanding shares of the Common Stock entitled to vote.

Exhibit Number		Description
99.1		Press Release, dated as of October 28, 2016.

The final voting results on the proposal to approve the Merger were as follows:

Important Information for Investors and Stockholders

~~This~~In ~~communication~~addition isto ~~for~~soliciting ~~informational~~proxies ~~purposes~~to ~~only~~vote ~~and does not constitute an offer~~ to ~~sell~~approve orthe Merger, the ~~solicitation~~Company ofsolicited anproxies ~~offer~~ to ~~buy~~vote ~~any~~for ~~securities~~the oradjournment ~~a solicitation~~ of ~~any~~the ~~vote~~Special ~~or approval~~Meeting, ~~nor~~ ~~shall~~if ~~there~~necessary beor ~~any sale of securities in any jurisdiction in which such offer~~appropriate, ~~solicitation or sale would be unlawful prior~~ to ~~registration~~allow ortime ~~qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except~~to bysolicit ~~means~~additional ofproxies aif ~~prospectus~~there ~~meeting~~were ~~the~~insufficient ~~requirements~~votes ofat ~~Section 10 of~~ the ~~Securities~~time ~~Act~~ of ~~1933, as amended. In connection with~~ the ~~transactions~~Special ~~referred~~Meeting to inapprove ~~this~~the ~~material, Great Elm Capital Corp~~Merger. ~~("GECC")~~Because ~~has filed a registration statement on~~there ~~Form~~were ~~N-14~~sufficient ~~with~~votes ~~the~~to ~~Securities~~approve ~~and Exchange Commission (~~the ~~“SEC”)~~Merger ~~containing~~at ~~a proxy statement of Full Circle that also constitutes a prospectus of GECC. The registration statement was declared effective by~~ the ~~SEC~~Special ~~on September 27~~Meeting, ~~2016~~it ~~and~~was ~~Full Circle mailed a definitive proxy statement/prospectus to stockholders of Full Circle on or about September 28, 2016. This material is~~ not anecessary ~~substitute for the proxy statement/prospectus or registration statement~~ to ~~which~~seek itan ~~pertains~~adjournment or ~~for any other document~~postponement that GECC or Full Circle may file with the SEC and send to Full Circle’s stockholders in connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of the ~~proxy~~Special ~~statement/prospectus~~Meeting and, ~~other~~accordingly, ~~documents filed with~~ the ~~SEC~~adjournment byproposal ~~GECC~~was ornot ~~Full~~submitted ~~Circle~~to ~~through~~ the ~~website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Full Circle are available free of charge on Full Circle~~Company’s ~~website at ir~~stockholders.~~fccapital.com or by contacting Full Circle at 203-900-2100.~~

~~Full~~Item ~~Circle, MAST Capital Management LLC (“MAST”) and Great Elm Capital Group, Inc~~8.01 ~~(“GECG”)~~Other and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of Full Circle is contained in its proxy statement for its special meeting of stockholders, which was filed with the SEC on September 28, 2016. Information about the members, managers, officers and employees of MAST that may be engaged in the solicitations is contained in the proxy statement/prospectus that was filed with the SEC on September 28, 2016 and was mailed to Full Circle’s stockholders on or about September 28, 2016. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is included in any proxy statement, prospectus and other relevant materials filed with the SEC.Items

~~Cautionary~~On ~~Statement~~October 31, ~~Regarding~~2016, ~~Forward-Looking~~the ~~Statements~~Company issued a press release which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

~~Certain~~Item statements in this communication regarding the proposed merger and the business of the combined company including statements regarding the expected timetable for completing the merger, benefits of the transaction, statements regarding the combined company, its investment plans, policies and expected results and any other statements regarding Full Circle’s, MAST’s, GECG’s and the combined company’s expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements within the meaning of the federal securities laws9. ~~These~~01 ~~statements~~Financial ~~are~~Statements often, but not always, made through the use of words or phrases such as “believe,” “expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,” “estimated,” “aim,” “target,” “opportunity,” “tentative,” “positioning,” “designed,” “create,” “seek,” “would,” “could”, “potential,” “continue,” “ongoing,” “upside,” “increases,” and ~~“potential,”~~ ~~and similar expressions~~Exhibits. All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the timing to consummate the proposed transactions; the risk that a condition to closing the proposed transactions may not be satisfied; the failure to receive, on a timely basis or otherwise, the required approvals by Full Circle and Full Circle’s stockholders, governmental or regulatory agencies and third parties; the combined company’s ability to achieve the synergies, recurring net investment income and value creation contemplated by the proposed transactions; uncertainty as to whether the combined company will be able to perform as well as funds managed by MAST; uncertainty as to the integration, prospects, distributions and investment performance of the combined company; the ability of each company to retain its senior executives and maintain relationships with business partners pending consummation of the merger; the impact of legislative, regulatory and competitive changes; and the diversion of management time on transaction-related issues. There can be no assurance that the merger will in fact be consummated. Additional information concerning these and other factors can be found in GECC’s registration statement and proxy/prospectus as well as in Full Circle’s and GECG’s respective filings with the SEC, including GECG’s (filed as Unwired Planet’s) April 2016 proxy statement. Each of Full Circle, MAST, GECG and GECC assume no obligation, and expressly disclaim any duty to, update any forward-looking statements contained in this document or to conform prior statements to actual results or revised expectations except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

~~SIGNATURES~~(d) Exhibits

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

Exhibit Number		Description
99.1		Press Release, dated October 31, 2016.

SIGNATURES

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

Exhibit Number	Description
		FULL CIRCLE CAPITAL CORPORATION
99.1	Press Release, dated as of October 28, 2016.
		(Registrant)
Dated: October 31, 2016		By:	/s/ Michael J. Sell
		Name:	Michael J. Sell
		Title:	Chief Financial Officer, Treasurer and Secretary

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release, dated October 31, 2016.

Broker Non-Votes:

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