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Filing Details

Accession Number:: 0000914190-13-000786
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-05 10:08:21
Reporting Period:: 2013-10-29

Filing Date:: 2013-11-05
Accepted Time:: 2013-11-05 10:08:21
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
1296549	Arie Belldegrun	C/O Arno Therapeutics, Inc. 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	104,166	$0.00	143,809	No	4	P	Indirect	Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust
Common Stock	Acquisiton	2013-10-29	133,305	$2.40	140,721	No	4	C	Indirect	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
Common Stock	Acquisiton	2013-10-29	10,000	$2.40	150,721	No	4	A	Indirect	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
Common Stock	Acquisiton	2013-10-29	104,166	$0.00	254,887	No	4	P	Indirect	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
Common Stock	Acquisiton	2013-10-29	155,523	$2.40	180,128	No	4	C	Indirect	Belldegrun Family Trust
Common Stock	Acquisiton	2013-10-29	11,666	$2.40	191,794	No	4	A	Indirect	Belldegrun Family Trust
Common Stock	Acquisiton	2013-10-29	187,500	$0.00	379,294	No	4	P	Indirect	Belldegrun Family Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust
No	4	C	Indirect	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
No	4	A	Indirect	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
No	4	P	Indirect	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
No	4	C	Indirect	Belldegrun Family Trust
No	4	A	Indirect	Belldegrun Family Trust
No	4	P	Indirect	Belldegrun Family Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	2013 Series D Warrants (right to buy)	Acquisiton	2013-10-29	104,166	$0.00	104,166	$4.00
Common Stock	2013 Series E Warrant (right to buy)	Acquisiton	2013-10-29	104,166	$0.00	104,166	$2.40
Common Stock	8% Senior Convertible Debentures	Disposition	2013-10-29	125,000	$0.00	125,000	$2.40
Common Stock	2012 Series B Warrants (right to buy)	Disposition	2013-10-29	125,000	$0.00	125,000	$2.40
Common Stock	2012 Series B Warrants (right to buy)	Acquisiton	2013-10-29	125,000	$0.00	125,000	$2.40
Common Stock	2013 Series D Warrants (right to buy)	Acquisiton	2013-10-29	104,166	$0.00	104,166	$4.00
Common Stock	2013 Series E Warrant (right to buy)	Acquisiton	2013-10-29	104,166	$0.00	104,166	$2.40
Common Stock	8% Senior Convertible Debentures	Disposition	2013-10-29	145,833	$0.00	145,833	$2.40
Common Stock	2012 Series B Warrants (right to buy)	Disposition	2013-10-29	145,833	$0.00	145,833	$2.40
Common Stock	2012 Series B Warrants (right to buy)	Acquisiton	2013-10-29	145,833	$0.00	145,833	$2.40
Common Stock	2013 Series D Warrants (right to buy)	Acquisiton	2013-10-29	187,500	$0.00	187,500	$4.00
Common Stock	2013 Series E Warrant (right to buy)	Acquisiton	2013-10-29	187,500	$0.00	187,500	$2.40

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
104,166	2013-10-29	2018-10-29	No	4	P	Indirect
104,166	2013-10-29	2014-10-31	No	4	P	Indirect
0	2012-11-26	2015-11-26	No	4	C	Indirect
0	2012-11-26	2014-05-26	No	4	D	Indirect
125,000	2013-10-29	2014-10-31	No	4	A	Indirect
104,166	2013-10-29	2018-10-29	No	4	P	Indirect
104,166	2013-10-29	2014-10-31	No	4	P	Indirect
0	2012-11-26	2015-11-26	No	4	C	Indirect
0	2012-11-26	2014-05-26	No	4	D	Indirect
145,833	2013-10-29	2014-10-31	No	4	A	Indirect
187,500	2013-10-29	2018-10-29	No	4	P	Indirect
187,500	2013-10-29	2014-10-31	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	3,115	Direct

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)	$19.36		2018-03-31	24,922	24,922	Direct
Common Stock	Stock Option (right to buy)	$8.00		2019-09-29	1,250	1,250	Direct
Common Stock	Stock Option (right to buy)	$8.00		2020-09-09	37,500	37,500	Direct
Common Stock	Stock Option (right to buy)	$8.00		2020-11-05	1,250	1,250	Direct
Common Stock	2010 Class B Warrants (right to buy)	$3.08	2010-09-09	2015-09-09	105,000	105,000	Indirect
Common Stock	2012 Series A Warrants (right to buy)	$2.40	2012-11-26	2017-11-26	208,333	208,333	Indirect
Common Stock	2010 Class B Warrants (right to buy)	$3.08	2010-09-09	2015-09-09	6,562	6,562	Indirect
Common Stock	2012 Series A Warrants (right to buy)	$2.40	2012-11-26	2017-11-26	243,055	243,055	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2018-03-31	24,922	24,922	Direct
2019-09-29	1,250	1,250	Direct
2020-09-09	37,500	37,500	Direct
2020-11-05	1,250	1,250	Direct
2015-09-09	105,000	105,000	Indirect
2017-11-26	208,333	208,333	Indirect
2015-09-09	6,562	6,562	Indirect
2017-11-26	243,055	243,055	Indirect

Footnotes

The reported securities are included within 104,165 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.
Although the Reporting Person is not a trustee of the BTL Trust, the Reporting Person is a beneficiary of the BTL Trust, and as such may be deemed to be the beneficial owner of the securities owned by the BTL Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
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 $319,933 of principal and accrued interest.
Although the Reporting Person is not a trustee of the Tampere Trust, the Reporting Person is a beneficiary of the Tampere Trust, and as such may be deemed to be the beneficial owner of the securities owned by the Tampere Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
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 $24,000.
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 $373,256 of principal and accrued interest.
The Reporting Person is the trustee of the family trust that owns the securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
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 $28,000.
The reported securities are included within 187,500 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.
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.
Currently exercisable.
Vests in three equal annual installments commencing 11/5/11.