Arno Therapeutics, Inc.
|
||
(Name of Issuer)
|
||
Common Stock
|
||
(Title of Class of Securities)
|
||
042564203
|
||
(CUSIP Number)
|
||
Jonathan J. Zucker
166 Duane Street, 10C
New York, NY 10013
646-344-1459
|
||
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
||
December 30, 2016
|
||
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 042564203
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
Jonathan J. Zucker
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
7,274,622 (a)
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
7,274,622 (a)
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,274,622 (a)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
14.7% (b)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(a) |
The shares represent (i) 4,285,111 shares of Common Stock and (ii) 2,989,511 shares of Common Stock issuable upon the exercise of warrants.
|
(b) |
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.
|
Item 1. |
Security and Issuer.
|
Item 2. |
Identity and Background.
|
Item 3. |
Source and Amount of Funds or Other Consideration. The Reporting Person acquired the securities to which this Schedule relates as follows: on December 30, 2016, S. Donald Sussman, an individual ("SDS"), and the Reporting Person, entered into a Purchase Agreement (the "Purchase Agreement"), pursuant to which SDS sold and transferred to the Reporting Person, and the Reporting Person purchased from SDS, (i) 4,285,111 shares of Common Stock, (ii) 1,605,809 shares of Common Stock issuable upon the exercise of the Series A Warrant No. 2012A-06 issued by the Issuer and (iii) 1,383,702 shares of Common Stock issuable upon the exercise of the Series D Warrant No. 2013D-005 issued by the Issuer, for an aggregate purchase price of $1,000, the source of which was the personal funds of the Reporting Person. The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement which is attached as Exhibit A hereto and incorporated herein by reference.
|
Item 4. |
Purpose of Transaction.
See Item 3, which is incorporated herein by reference.
The shares of Common Stock reported herein as beneficially owned by the Reporting Person are held for investment purposes. The Reporting Person does not currently have any plan or proposal, which relates to or would result in any of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as he deems appropriate.
|
Item 5. |
Interest in Securities of the Issuer.
|
(d) |
Not applicable.
|
(e) |
Not applicable.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits.
|
|
/s/Jonathan J. Zucker
|
|
Jonathan J. Zucker |