Edgar Filing: FIRST OPPORTUNITY FUND INC

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Stewart R. Horejsi Trust No. 2

2. Issuer Name and Ticker or Trading Symbol
FIRST OPPORTUNITY FUND INC [FOFI]

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)

C/O ALASKA TRUST COMPANY, 1029 W. THIRD AVENUE, STE 400

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2015

(Street)

ANCHORAGE, AK 99501

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

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 (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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/20/2015		S⁽¹⁾		2,169,602	D	⁽¹⁾	0	D ⁽²⁾ ⁽³⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stewart R. Horejsi Trust No. 2 C/O ALASKA TRUST COMPANY 1029 W. THIRD AVENUE, STE 400 ANCHORAGE, AK 99501		X
HOREJSI STEWART R 200 SOUTH SANTA FE SALINA, KS 67401		X

Signatures

Douglas J. Blattmachr, President, Alaska Trust Company, trustee of the Stewart R. Horejsi Trust No. 2		03/31/2015
^**Signature of Reporting Person		Date
Stewart R. Horejsi		03/31/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Disposed of on March 20, 2015 pursuant to an Agreement and Plan of Reorganization between the Issuer and Boulder Growth & Income Fund, Inc. (BIF) and two affiliated funds in exchange for BIF common stock at a conversion rate of 1.111719 shares of BIF common stock (net asset value $10.73 per share) for each share of Issuers common stock (net asset value $11.93 per share).
(2)	The trustees of the Stewart R. Horejsi Trust No. 2 (the "Stewart Trust") are Alaska Trust Company ("Alaska Trust"), Laura Tatooles and Brian Sippy. Such trustees may be deemed to control the Stewart Trust and may be deemed to possess indirect beneficial ownership of the Shares held by the Stewart Trust. However, none of the trustees, acting alone, can vote or exercise dispositive authority over Shares held by the Stewart Trust. Accordingly, Alaska Trust, Ms. Tatooles and Mr. Sippy disclaim beneficial ownership of the Shares beneficially owned, directly or indirectly, by the Stewart Trust. As a result of his advisory role with the Stewart Trust, Stewart R. Horejsi may be deemed to have indirect beneficial ownership of the Shares directly beneficially owned by the Stewart Trust. However, Mr. Horejsi disclaims such beneficial ownership of the Shares directly beneficially held by the Stewart Trust.
(3)	Trusts, persons and entities affiliated with the Mildred Trust, including the Lola Brown Trust No. 1B, Stewart R. Horejsi Trust No. 2, and Susan L. Ciciora Trust owned an aggregate of 11,402,886 Shares of the Issuer prior to the reorganization of the Issuer on March 20, 2015.

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