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Filing Details

Accession Number:: 0000914190-13-000749
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-10-31 19:33:06
Reporting Period:: 2013-10-29

Filing Date:: 2013-10-31
Accepted Time:: 2013-10-31 19:33:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1195116	Arno Therapeutics Inc	ARNI	Pharmaceutical Preparations (2834)	522286452

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1568077	Tomer Kariv	200 Route 31 North Suite 104 Flemington NJ 08822		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2013-10-29	217,216	$2.40	419,483	No	4	C	Indirect	By Pontifax (Cayman) II L.P.
Common Stock	Acquisiton	2013-10-29	16,294	$2.40	435,777	No	4	A	Indirect	By Pontifax (Cayman) II L.P.
Common Stock	Acquisiton	2013-10-29	203,682	$0.00	639,459	No	4	P	Indirect	By Pontifax (Cayman) II L.P.
Common Stock	Acquisiton	2013-10-29	163,620	$2.40	315,980	No	4	C	Indirect	By Pontifax (Israel) II L.P.
Common Stock	Acquisiton	2013-10-29	12,274	$2.40	328,254	No	4	A	Indirect	By Pontifax (Israel) II L.P.
Common Stock	Acquisiton	2013-10-29	153,426	$0.00	481,680	No	4	P	Indirect	By Pontifax (Israel) II L.P.
Common Stock	Acquisiton	2013-10-29	63,516	$2.40	122,660	No	4	C	Indirect	By Pontifax (Israel) II - Individual Investors L.P.
Common Stock	Acquisiton	2013-10-29	4,764	$2.40	127,424	No	4	A	Indirect	By Pontifax (Israel) II - Individual Investors L.P.
Common Stock	Acquisiton	2013-10-29	59,558	$0.00	186,982	No	4	P	Indirect	By Pontifax (Israel) II - Individual Investors L.P.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Pontifax (Cayman) II L.P.
No	4	A	Indirect	By Pontifax (Cayman) II L.P.
No	4	P	Indirect	By Pontifax (Cayman) II L.P.
No	4	C	Indirect	By Pontifax (Israel) II L.P.
No	4	A	Indirect	By Pontifax (Israel) II L.P.
No	4	P	Indirect	By Pontifax (Israel) II L.P.
No	4	C	Indirect	By Pontifax (Israel) II - Individual Investors L.P.
No	4	A	Indirect	By Pontifax (Israel) II - Individual Investors L.P.
No	4	P	Indirect	By Pontifax (Israel) II - Individual Investors L.P.

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	8% Senior Convertible Debentures	Disposition	2013-10-29	203,682	$0.00	203,682	$2.40
Common Stock	2012 Series B Warrants (right to buy)	Disposition	2013-10-29	203,682	$0.00	203,682	$2.40
Common Stock	2012 Series B Warrants (right to buy)	Acquisiton	2013-10-29	203,682	$0.00	203,682	$2.40
Common Stock	2013 Series D Warrants (right to buy)	Acquisiton	2013-10-29	203,682	$0.00	203,682	$2.40
Common Stock	2013 Series E Warrants (right to buy)	Acquisiton	2013-10-29	203,682	$0.00	203,682	$2.40
Common Stock	8% Senior Convertible Debentures	Disposition	2013-10-29	153,426	$0.00	153,426	$2.40
Common Stock	2012 Series B Warrants (right to buy)	Disposition	2013-10-29	153,426	$0.00	153,426	$2.40
Common Stock	2012 Series B Warrants (right to buy)	Acquisiton	2013-10-29	153,426	$0.00	153,426	$2.40
Common Stock	2013 Series D Warrants (right to buy)	Acquisiton	2013-10-29	153,426	$0.00	153,426	$2.40
Common Stock	2013 Series E Warrants (right to buy)	Acquisiton	2013-10-29	153,426	$0.00	153,426	$2.40
Common Stock	8% Senior Convertible Debenures	Disposition	2013-10-29	59,558	$0.00	59,558	$2.40
Common Stock	2012 Series B Warrants (right to buy)	Disposition	2013-10-29	59,558	$0.00	59,558	$2.40
Common Stock	2012 Series B Warrants (right to buy)	Acquisiton	2013-10-29	59,558	$0.00	59,558	$2.40
Common Stock	2013 Series D Warrants (right to buy)	Acquisiton	2013-10-29	59,558	$0.00	59,558	$2.40
Common Stock	2013 Series E Warrants (right to buy)	Acquisiton	2013-10-29	59,558	$0.00	59,558	$2.40

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2012-12-18	2015-12-18	No	4	C	Indirect
0	2012-12-18	2014-06-18	No	4	D	Indirect
203,682	2013-10-29	2014-10-31	No	4	A	Indirect
203,682	2013-10-29	2018-10-29	No	4	P	Indirect
203,682	2013-10-29	2014-10-31	No	4	P	Indirect
0	2012-12-18	2015-12-18	No	4	C	Indirect
0	2012-12-18	2014-06-18	No	4	D	Indirect
153,426	2013-10-29	2014-10-31	No	4	A	Indirect
153,426	2013-10-29	2018-10-29	No	4	P	Indirect
153,426	2013-10-29	2014-10-31	No	4	P	Indirect
0	2012-12-18	2015-12-18	No	4	C	Indirect
0	2012-12-18	2014-06-18	No	4	D	Indirect
59,558	2013-10-29	2014-10-31	No	4	A	Indirect
59,558	2013-10-29	2018-10-29	No	4	P	Indirect
59,558	2013-10-29	2014-10-31	No	4	P	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option (right to buy)	$8.00		2020-11-05	3,750	3,750	Direct
Common Stock	2010 Class B Warrants (right to buy)	$3.08	2010-09-09	2015-09-09	76,991	76,991	Indirect
Common Stock	2012 Series A Warrants (right to buy)	$2.40	2012-12-18	2017-12-18	339,470	339,470	Indirect
Common Stock	2010 Class B Warrants (right to buy)	$3.08	2010-09-09	2015-09-09	57,995	57,995	Indirect
Common Stock	2012 Series A Warrants (right to buy)	$2.40	2012-12-18	2017-12-18	255,710	255,710	Indirect
Common Stock	2010 Class B Warrants (right to buy)	$3.08	2010-09-09	2015-09-09	22,513	22,513	Indirect
Common Stock	2012 Series A Warrants (right to buy)	$2.40	2012-12-18	2017-12-18	99,263	99,263	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2020-11-05	3,750	3,750	Direct
2015-09-09	76,991	76,991	Indirect
2017-12-18	339,470	339,470	Indirect
2015-09-09	57,995	57,995	Indirect
2017-12-18	255,710	255,710	Indirect
2015-09-09	22,513	22,513	Indirect
2017-12-18	99,263	99,263	Indirect

Footnotes

On October 29, 2013, the Issuer and the holders of Issuer's 2012 8% Senior Convertible Debentures ("Holders"), which included the Reporting Person, entered into a Conversion Agreement ("Conversion Agreement") pursuant to which all Holders agreed to convert all outstanding principal and accrued interest under such debentures at a per share price of $2.40. Shares reflected represent shares issued to Reporting Person upon conversion of $521,318 of principal and accrued interest.
The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall 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 purpose.
Pursuant to Conversion Agreement, Issuer also paid to each Holder additional 12 mos. interest for converting the debentures, which amount was satisfied by the issuance of common stock at a price of $2.40 per share. Shares reflected represented issuance in satisfaction of additional interest of $39,107.
The reported securities are included within 203,682 Issuer units purchased by the Reporting Person for $2.40 per unit. Each unit consists of one share of common stock, a 2013 Series D Warrant to purchase one share of common stock, and a 2013 Series E Warrant to purchase one share of common stock.
On October 29, 2013, the Issuer and the holders of Issuer's 2012 8% Senior Convertible Debentures ("Holders"), which included the Reporting Person, entered into a Conversion Agreement ("Conversion Agreement") pursuant to which all Holders agreed to convert all outstanding principal and accrued interest under such debentures at a per share price of $2.40. Shares reflected represent shares issued to Reporting Person upon conversion of $392,689 of principal and accrued interest.
Pursuant to Conversion Agreement, Issuer also paid to each Holder additional 12 mos. interest for converting the debentures, which amount was satisfied by the issuance of common stock at a price of $2.40 per share. Shares reflected represented issuance in satisfaction of additional interest of $29,458.
On October 29, 2013, the Issuer and the holders of Issuer's 2012 8% Senior Convertible Debentures ("Holders"), which included the Reporting Person, entered into a Conversion Agreement ("Conversion Agreement") pursuant to which all Holders agreed to convert all outstanding principal and accrued interest under such debentures at a per share price of $2.40. Shares reflected represent shares issued to Reporting Person upon conversion of $152,437 of principal and accrued interest.
The reported securities are included within 153,426 Issuer units purchased by the Reporting Person for $2.40 per unit. Each unit consists of one share of common stock, a 2013 Series D Warrant to purchase one share of common stock, and a 2013 Series E Warrant to purchase one share of common stock.
Pursuant to Conversion Agreement, Issuer also paid to each Holder additional 12 mos. interest for converting the debentures, which amount was satisfied by the issuance of common stock at a price of $2.40 per share. Shares reflected represented issuance in satisfaction of additional interest of $11,435.
Vesting in three equal annual installments commencing 11/5/11.
As a result of the Issuer's 10/29/13 private placement of common stock at $2.40/share, the exercise price subject to the 2010 Class B Warrants was automatically adjusted to the exercise price reflected, pursuant to anti-dilution adjustment provisions.
As a result of the Issuer's 10/29/13 private placement of common stock at $2.40/share, the exercise price and number of shares subject to the 2012 Series A Warrants were automatically adjusted to the exercise price and shares reflected, pursuant to anti-dilution adjustment provisions.
The two reported transactions involved an amendment of an outstanding warrant extending the expiration date from 5/26/14 to 10/31/14, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The "old" warrant was originally granted on 11/26/12.
The reported securities are included within 59,558 Issuer units purchased by the Reporting Person for $2.40 per unit. Each unit consists of one share of common stock, a 2013 Series D Warrant to purchase one share of common stock, and a 2013 Series E Warrant to purchase one share of common stock.