Arno Therapeutics, Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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042564203
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(CUSIP Number)
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Steven B. Ruchefsky
Commercial Street Capital LLC
c/o Hewlett Bay Associates LLC
800 Westchester Ave, Suite S-414
Rye Brook, New York 10573
(914) 251-1600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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December 30, 2016
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 042564203
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1
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NAMES OF REPORTING PERSONS
Steven B. Ruchefsky
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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1,026,142 (a) (b)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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1,026,142 (a) (b)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,026,142 (a) (b)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.1% (c)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(a) | Mr. Ruchefsky is a director of the Issuer. 439,928 of these shares represent Common Stock issuable to Mr. Ruchefsky pursuant to stock options that are exercisable within 60 days of this Schedule. Pursuant to the agreement of the members of Commercial Street Capital LLC ("CSC"), such stock options are no longer held for the benefit of CSC. |
(b) | Includes (i) 187,793 shares of Common Stock and (ii) 398,421 shares of Common Stock issuable upon the exercise of warrants, in each case, previously registered in the name of CSC, which were distributed to SBR on December 29, 2016 in a pro rata distribution and are now owned directly. |
(c) | The percentage set forth in Row 13 is based on 49,349,749 shares of Common Stock as disclosed in the Issuer's Definitive Proxy Statement filed on November 18, 2016. |
CUSIP No. 042564203
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1
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NAMES OF REPORTING PERSONS
Commercial Street Capital LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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0.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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CUSIP No. 042564203
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1
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NAMES OF REPORTING PERSONS
S. Donald Sussman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF, PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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1,071,427 (d)
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
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1,071,427 (d)
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,071,427 (d)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.2% (c)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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(d) | These shares are held directly by Mr. Sussman and are comprised of (i) 714,285 shares of Common Stock and (ii) 357,142 shares of Common Stock issuable upon the exercise of a warrant. |
Item 5. | Interest in Securities of the Issuer. |
(d) | Not applicable. |
Item 7. | Material to be Filed as Exhibits. |
/s/Steven B. Ruchefsky | ||
Steven B. Ruchefsky | ||
Commercial Street Capital LLC
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/s/ Steven B. Ruchefsky | ||
Name: Steven B. Ruchefsky | |||
Title: President | |||
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Name: Donald S. Sussman | |||