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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subscription Rights (right to buy) (1) | $ 25 | 08/26/2016(2) | X | 1,200 | 07/21/2016 | 08/26/2016 | 3.50% Convertible Preferred Stock, Series B | 1,200 | $ 0 | 0 | D | ||||
| 3.50% Convertible Preferred Stock, Series B | $ 0 | 09/08/2016(2) | X | 1,200 (3) | (4) | (5) | Common Stock | 1,579 | $ 25 | 1,200 (3) | D | ||||
| Subscription Rights (right to buy) (1) | $ 25 | 08/26/2016(2) | X | 966 | 07/21/2016 | 08/26/2016 | 3.50% Convertible Preferred Stock, Series B | 966 | $ 0 | 0 | I (6) | By Spouse | |||
| 3.50% Convertible Preferred Stock, Series B | $ 0 | 09/08/2016(2) | X | 966 (3) | (4) | (5) | Common Stock | 1,271 | $ 25 | 966 (3) | I (6) | By Spouse | |||
| Subscription Rights (right to buy) (1) | $ 25 | 08/26/2016(2) | X | 156 | 07/21/2016 | 08/26/2016 | 3.50% Convertible Preferred Stock, Series B | 156 | $ 0 | 0 | I (7) | By Minor children | |||
| 3.50% Convertible Preferred Stock, Series B | $ 0 | 09/08/2016(2) | X | 156 (3) | (4) | (5) | Common Stock | 205 | $ 25 | 156 (3) | I (7) | By Minor children | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Dakos Andrew C/O SPECIAL OPPORTUNITIES FUND, INC. 615 EAST MICHIGAN STREET MILWAUKEE, WI 53202 |
X | President | ||
| /s/ Andrew Dakos | 09/13/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Transferable 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"). |
| (2) | The rights offering expired August 26, 2016 and shares of Preferred Stock were received September 8, 2016. |
| (3) | Includes shares of Preferred Stock acquired pursuant to the exercise of the Over-Subscription Privilege and Over-Allotment Privilege. |
| (4) | The 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. |
| (5) | The shares of Preferred Stock will be redeemed by the Issuer if not converted prior to August 26, 2021. |
| (6) | The 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. |
| (7) | The Reporting Person disclaims beneficial ownership of the securities owned by his minor children 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. | |