SEC Form 4 · accession 0001144204-16-122014

SPECIAL OPPORTUNITIES FUND, INC. · SPE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Phillip Goldstein

Officer — Chairman and Secretary · Director

Period of report

Aug 26, 2016

Accepted (ET)

Aug 30, 2016 · 3:51 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000897802

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—		—	82,500	D
Common Stock^F6	holding	—	—		—	4,213	I	By Spouse's IRA

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Subscription Rights (right to buy)^F1,F2	$25.00	Aug 26, 2016	X	16,499	D	Jul 21, 2016	Aug 26, 2016	3.50% Convertible Preferred Stock, Series B	16,499	0	D
3.50% Convertible Preferred Stock, Series B^F2,F3,F4,F5	$0.00	Aug 26, 2016	X	16,499	A	—	—	Common Stock	21,709	16,499	D
Subscription Rights (right to buy)^F1,F2,F6	$25.00	Aug 26, 2016	X	842	D	Jul 21, 2016	Aug 26, 2016	3.50% Convertible Preferred Stock, Series B	842	0	I
3.50% Convertible Preferred Stock, Series B^{F2,F3,F6,F4,F5}	$0.00	Aug 26, 2016	X	842	A	—	—	Common Stock	1,108	842	I

Explanation of responses

F1Transferable subscription rights ("Rights") were issued on a pro rata basis to stockholders of record as of July 21, 2016 in connection with a rights offering by the Issuer at the rate of one Right for each five shares of common stock owned (the "Basic Subscription Right"). Each Right entitled its holder to purchase one share of 3.50% Convertible Preferred Stock, Series B ("Preferred Stock") at a subscription price of $25 per share. Pursuant to the terms of the offering, a stockholder who purchased the maximum amount of Preferred Stock pursuant to its Basic Subscription Right was also entitled to purchase additional shares of Preferred Stock that were not purchased by the other stockholders (the "Over-Subscription Privilege"). Additionally, in order to honor all Over-Subscription Privilege requests, the Issuer issued additional shares up to 15% of the shares available in the offering (the "Over-Allotment Privilege").
F2The rights offering expired August 26, 2016 and shares of Preferred Stock are expected to be allocated by the transfer agent to purchasing stockholders on or about September 1, 2016.
F3Includes shares of Preferred Stock acquired pursuant to the exercise of the Over-Subscription Privilege and Over-Allotment Privilege.
F4The shares of Preferred Stock are convertible into common stock immediately upon issuance at a conversion rate equivalent to a conversion price of $19.00 per share of common stock (which is a ratio of 1.3158 shares of common stock for each share of Preferred Stock held), subject to adjustment.
F5The shares of Preferred Stock will be redeemed by the Issuer if not converted prior to August 26, 2021.
F6The Reporting Person disclaims beneficial ownership of the securities owned by his spouse and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Remarks

The filing of this Statement shall not be construed as an admission (a) that the person filing this Statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this Statement, or (b) that this Statement is legally required to be filed by such person.