SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Samuels Steven

(Last)

(First)

(Middle)

72 COLEYTOWN ROAD

(Street)

WESTPORT

06882

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPECIAL OPPORTUNITIES FUND, INC. [ SPE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Investment Advisor Principal

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/17/2012		P		1,000	A	$15.772	3,360	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights(rights to buy)⁽¹⁾	$50	07/30/2012⁽²⁾		X			165	06/15/2012	07/23/2012	3.00% conv. preferred stock series A	165	$0	0	D
3.00% conv. preferred Stock series A	$0	07/30/2012⁽²⁾		X		400⁽³⁾		⁽⁴⁾	⁽⁵⁾	Common Stock	1,200	$50	400	D

Explanation of Responses:

1. Transferable subscription rights ("Rights") were issued on a pro rata basis to stockholders of record as of June 15, 2012 in connection with a rights offering by the Issuer, at the rate of one Right for each ten shares of common stock owned (the "Basic Subscription Right"). Each Right entitled its holder to purchase one share of 3.00% Convertible Preferred Stock, Series A ("Preferred Stock") at a subscription price of $50 per share. Pursuant to the terms of the offering, a stockholder who elected to purchase the maximum amount of Preferred Stock that such stockholder was entitled to purchase pursuant to its Basic Subscription Right was also entitled to purchase additional shares of Preferred Stock that were not purchased by the other stockholders pursuant to their Basic Subscription Rights (the "Over-Subscription Privilege").

2. The rights offering expired on July 23, 2012 and shares of Preferred Stock were allocated by the transfer agent to purchasing stockholders on or about July 30, 2012.

3. Includes shares of Preferred Stock acquired pursuant to the exercise of the Over-Subscription Privilege.

4. The shares of Preferred Stock are convertible into common stock immediately upon issuance at the ratio of three shares of common stock for every one share of Preferred Stock, subject to adjustment

5. The shares of Preferred Stock will be redeemed by the Issuer if not converted prior to July 24, 2017.

	/s/Stephanie Darling Attorney in Fact for Steven Samuels	11/16/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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