Edgar Filing: Arno Therapeutics, 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 ^*

SUSSMAN S DONALD

2. Issuer Name and Ticker or Trading Symbol
Arno Therapeutics, Inc [ARNI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
See Footnote 1

(Last)

(First)

(Middle)

888 E. LAS OLAS BLVD., SUITE 210

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2016

(Street)

FT LAUDERDALE, FL 33301

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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	12/30/2016		S		4,285,111 ⁽¹⁾ ⁽²⁾	D	⁽³⁾	714,285	D

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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

2016 Series F Warrants (right to buy)

$ 0.4375

08/15/2016

08/15/2021

Common Stock

357,142

2012 Series A Warrants

$ 1.14 ⁽⁴⁾

12/30/2016

1,605,809

10/29/2013

11/26/2017

Common Stock

1,605,809 ⁽²⁾

⁽³⁾

2013 Series D Warrants

$ 1.75 ⁽⁴⁾

12/30/2016

1,383,702

10/29/2013

10/29/2018

Common Stock

1,383,702 ⁽²⁾

⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SUSSMAN S DONALD 888 E. LAS OLAS BLVD. SUITE 210 FT LAUDERDALE, FL 33301				See Footnote 1

Signatures

/s/S. Donald Sussman		12/30/2016
^**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)	Commercial Street Capital LLC ("CSC") has a contractual right to designate one member of the Issuer's board of directors and has designated Steven B. Ruchefsky, a director of the Issuer, pursuant to such right. Accordingly, the Reporting Person, as a co-managing director of CSC, may be deemed to be a director by deputization for purposes of Section 16 of the Exchange Act.
(2)	These shares of common stock or warrants exercisable for shares of common stock, as applicable, represent a pro rata distribution from CSC, and not a purchase or sale, of such shares or warrants by CSC to its members without consideration.
(3)	These reported securities are included within a sale by the Reporting Person of all such securities for an aggregate price of $1,000.
(4)	As a result of the Issuer's 8/15/16 private placement of common stock and Series F Warrants, the exercise prices and shares underlying the 2012 Series A Warrants and 2013 Series D Warrants were automatically adjusted to the exercise price and shares reflected pursuant to anti-dilution adjustment provisions in such warrants.

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