Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Belldegrun Arie
2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2013
3. Issuer Name and Ticker or Trading Symbol
Arno Therapeutics, Inc [ARNI]
(Last)
(First)
(Middle)
C/O ARNO THERAPEUTICS, INC., 200 ROUTE 31 NORTH, SUITE 104
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

FLEMINGTON, NJ 08822
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 24,922
D
 
Common Stock 317,155
I
Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust (3)
Common Stock 127,619
I
Belldegrun Family Trust (4)
Common Stock 127,619
I
MDRB Partnership, L.P. (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1) 03/31/2018 Common Stock 199,377 $ 2.42 D  
Stock Option (right to buy)   (1) 09/29/2019 Common Stock 10,000 $ 1 D  
Stock Option (right to buy)   (1) 09/09/2020 Common Stock 300,000 $ 1 D  
Stock Option (right to buy)   (2) 11/05/2020 Common Stock 10,000 $ 1 D  
Class A Warrants (right to buy) 09/09/2010 03/09/2013 Common Stock 20,000 $ 0.5268 I Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust (3)
Class B Warrants (right to buy) 09/09/2010 09/09/2015 Common Stock 105,000 $ 0.5649 I Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust (3)
8% Senior Convertible Debentures 11/26/2012 11/26/2015 Common Stock 1,000,000 $ 0.3 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust (6)
Series A Warrants (right to buy) 11/26/2012 11/26/2017 Common Stock 1,000,000 $ 0.5 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust (6)
Series B Warrants 11/26/2012 05/26/2014 Common Stock 1,000,000 $ 0.3 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust (6)
Class A Warrants (right to buy) 09/09/2010 03/09/2013 Common Stock 10,000 $ 0.5268 I Belldegrun Family Trust (4)
Class B Warrants (right to buy) 09/09/2010 09/09/2015 Common Stock 52,500 $ 0.5649 I Belldegrun Family Trust (4)
8% Senior Convertible Debentures 11/26/2012 11/26/2015 Common Stock 1,166,667 $ 0.3 I Belldegrun Family Trust (4)
Series A Warrants (right to buy) 11/26/2012 11/26/2017 Common Stock 1,166,667 $ 0.5 I Belldegrun Family Trust (4)
Series B Warrants (right to buy) 11/26/2012 05/26/2014 Common Stock 1,166,667 $ 0.3 I Belldegrun Family Trust (4)
Class A Warrants (right to buy) 09/09/2010 03/09/2013 Common Stock 10,000 $ 0.5268 I MDRB Partnership, L.P. (5)
Class B Warrants (right to buy) 09/09/2010 09/09/2015 Common Stock 52,500 $ 0.5649 I MDRB Partnership, L.P. (5)
8% Senior Convertible Debentures 11/26/2012 11/26/2015 Common Stock 500,000 $ 0.3 I MDRB Partnership, L.P. (5)
Series A Warrants (right to buy) 11/26/2012 11/26/2017 Common Stock 500,000 $ 0.5 I MDRB Partnership, L.P. (5)
Series B Warrants (right to buy) 11/26/2012 05/26/2014 Common Stock 500,000 $ 0.3 I MDRB Partnership, L.P. (5)
8% Senior Convertible Debentures 11/26/2012 11/26/2015 Common Stock 666,667 $ 0.3 I Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan (7)
Series A Warrants (right to buy) 11/26/2012 11/26/2017 Common Stock 666,667 $ 0.5 I Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan (7)
Series B Warrants (right to buy) 11/26/2012 05/26/2014 Common Stock 666,667 $ 0.3 I Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan (7)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Belldegrun Arie
C/O ARNO THERAPEUTICS, INC.
200 ROUTE 31 NORTH, SUITE 104
FLEMINGTON, NJ 08822
  X      

Signatures

/s/ Arie S. Belldegrun, M.D. 01/25/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Currently exercisable.
(2) Vests in three equal annual installments commencing 11/5/11.
(3) 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.
(4) 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.
(5) The Reporting Person is the managing partner of the limited partnership that owns the securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(6) 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.
(7) The Reporting Person is the trustee of the profit sharing plan that owns the securities.

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