Sec Form 4 Filing - HARRIS BEN H @ SPECIAL OPPORTUNITIES FUND, INC. - 2016-08-26

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 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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1. Name and Address of Reporting Person HARRIS BEN H 2. Issuer Name and Ticker or Trading Symbol SPECIAL OPPORTUNITIES FUND, INC. [ SPE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SPECIAL OPPORTUNITIES FUND, INC., 615 EAST MICHIGAN STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/26/2016 (Street) MILWAUKEE, WI53202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) 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 180 07/21/2016 08/26/2016 3.50% Convertible preferred Stock, Series B 180 $ 0 0 D 3.50% Convertible preferred Stock, Series B $ 0 09/08/2016( 2 ) X 180 ( 4 ) ( 5 ) Common Stock 236 $ 25 580 ( 4 ) D Subscription Rights (right to buy) ( 1 ) $ 25 08/26/2016( 2 ) X 400 07/21/2016 08/26/2016 3.50% Convertible preferred Stock, Series B 400 $ 0 0 I See footnote ( 3 ) 3.50% Convertible preferred Stock, Series B $ 0 09/08/2016( 2 ) X 400 ( 4 ) ( 5 ) Common Stock 526 $ 25 580 ( 4 ) I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARRIS BEN H C/O SPECIAL OPPORTUNITIES FUND, INC. 615 EAST MICHIGAN STREET MILWAUKEE, WI53202 X Signatures /s/ Ben H. Harris 09/12/2016 Signature of Reporting Person Date

Explanation of Responses:

( 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. ( 2 )The rights offering expired August 26, 2016 and shares of Preferred Stock were received September 8, 2016 ( 3 )Hormel Harris Investments, LLC ( 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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