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
                      

1. Name and Address of Reporting Person *

Dakos Andrew
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
__X__ Officer (give title below)    _____ Other (specify below)
President
(Last)          (First)          (Middle)

C/O SPECIAL OPPORTUNITIES FUND, INC.,, 615 EAST MICHIGAN STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

1/27/2022
(Street)

MILWAUKEE, WI 53202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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         12178 D  
Common Stock         6225 I (1)By Spouse 
Common Stock         936 I (2)By Minor Children 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2.75% Convertible Preferred Stock, Series C (3)$0 1/27/2022 (4) X   200     (5) (6)Common Stock 244 (5)$25 200 D  

Explanation of Responses:
(1) 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) The shares of Preferred Stock will be redeemed by the Issuer if not converted prior to January 21, 2027.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Dakos Andrew
C/O SPECIAL OPPORTUNITIES FUND, INC.,
615 EAST MICHIGAN STREET
MILWAUKEE, WI 53202
X
President

Signatures
/s/ Stephanie Darling, as Power of Attorney for Andrew Dakos1/28/2022
**Signature of Reporting PersonDate

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