Sec Form 4 Filing - Standard General L.P. @ SPECIAL DIVERSIFIED OPPORTUNITIES INC. - 2016-02-19

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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
Standard General L.P.
2. Issuer Name and Ticker or Trading Symbol
SPECIAL DIVERSIFIED OPPORTUNITIES INC. [ SDOI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
767 FIFTH AVENUE, 12TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2016
(Street)
NEW YORK, NY10153
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock, par value $0.01 ("Common Stock") 02/19/2016 P 90,000 A $ 0.91 3,750,876 I See Footnotes ( 1 ) ( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Standard General L.P.
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY10153
X
Standard General Master Fund L.P.
WALKERS CORPORATE LIMITED
CAYMAN CORPORATE CENTRE, 27 HOSPITAL RD
GEORGE TOWN, GRAND CAYMAN, E9KY1-9008
X
Kim Soohyung
C/O STANDARD GENERAL L.P.
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY10153
X X See Footnote 3
P STANDARD GENERAL LTD
C/O STANDARD GENERAL L.P.
767 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY10153
X
Signatures
/s/ Standard General L.P. by Joseph Mause, Chief Financial Officer 02/23/2016
Signature of Reporting Person Date
/s/ Standard General Master Fund L.P. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager 02/23/2016
Signature of Reporting Person Date
/s/ P Standard General Ltd. by Joseph Mause, Chief Financial Officer of Standard General L.P., its investment manager 02/23/2016
Signature of Reporting Person Date
/s/ Soohyung Kim 02/23/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Of the securities purchased on February 19, 2016, 64,489 shares of Common Stock were purchased for the account of Standard General Master Fund L.P. (the "Master Fund") and 25,511 shares of Common Stock were purchased for the account of P Standard General Ltd. ("P Standard General" and, together with the Master Fund, the "Funds"), private investment vehicles for which Standard General L.P. ("Standard General") serves as investment manager. Following such transactions, the Funds' Common Stock ownership was as follows: (i) the Master Fund - 2,678,075 shares; and (ii) P Standard General - 1,072,801 shares.
( 2 )Standard General exercises voting and investment control over the shares held for the accounts of the Funds. Mr. Kim is a director of the general partner of the general partner of Standard General and Chief Investment Officer of Standard General, and in such capacities may be deemed to indirectly beneficially own the securities reported herein. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

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).
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