Statement of Changes in Beneficial Ownership (4)
January 28 2022 - 4:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GOLDSTEIN PHILLIP |
2. Issuer Name and Ticker or Trading Symbol
SPECIAL OPPORTUNITIES FUND, INC.
[
SPE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and Secretary |
(Last)
(First)
(Middle)
60 HERITAGE DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/27/2022 |
(Street)
PLEASANTVILLE, NY 10570
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 19350 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
2.75% Convertible Preferred Stock, Series C (1) | $0 | 1/27/2022 (2) | | X | | 9369 | | (3) | (4) | Common Stock | 11426 (3) | $25 | 9369 | D | |
Explanation of Responses: |
(1) | Transferable subscription rights ("Rights") were issued on a pro rata basis to stockholders of record as of December 20, 2021 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 2.75% Convertible Preferred Stock, Series C ("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 up to 1,500,000 additional shares of Preferred Stock to honor the Over-Subscription Privilege. |
(2) | The rights offering expired January 21, 2022 and shares of Preferred Stock are expected to be allocated by the transfer agent to purchasing stockholders on or about January 27, 2022. |
(3) | The shares of Preferred Stock are convertible into common stock immediately upon issuance at a conversion rate equivalent to a conversion price of $20.50 per share of common stock (which is a ratio of 1.219 shares of common stock for each share of Preferred Stock held), subject to adjustment. |
(4) | The shares of Preferred Stock will be redeemed by the Issuer if not converted prior to January 21, 2027. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GOLDSTEIN PHILLIP 60 HERITAGE DRIVE PLEASANTVILLE, NY 10570 | X |
| Chairman and Secretary |
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Signatures
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/s/ Stephanie Darling, as Power of Attorney for Phillip Goldstein | | 1/28/2022 |
**Signature of Reporting Person | Date |
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