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 ^*

Belldegrun Arie

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

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O ARNO THERAPEUTICS, INC., 200 ROUTE 31 NORTH, SUITE 104

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2016

(Street)

FLEMINGTON, NJ 08822

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								3,115	D
Common Stock	01/12/2016		P		1,448,062 ⁽¹⁾	A	$ 0.35	1,548,543	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan ⁽²⁾
Common Stock	01/12/2016		P		714,285	A	$ 0.35	858,094	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust ⁽³⁾
Common Stock								254,887	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust ⁽⁴⁾
Common Stock								379,294	I	Belldegrun Family Trust ⁽⁵⁾
Common Stock								174,644	I	MDRB Partnership, L.P. ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

2012 Series A Warrants (right to buy)

$ 1.36 ⁽⁷⁾

11/26/2012

11/26/2017

Common Stock

245,096 ⁽⁷⁾

Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan ⁽²⁾

2013 Series D Warrants (right to buy)

$ 2.14 ⁽⁷⁾

10/29/2013

10/29/2018

Common Stock

194,702 ⁽⁷⁾

Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust ⁽³⁾

2012 Series A Warrants (right to buy)

$ 1.36 ⁽⁷⁾

11/26/2012

11/26/2017

Common Stock

367,646 ⁽⁷⁾

Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust ⁽⁴⁾

2013 Series D Warrants (right to buy)

$ 2.14 ⁽⁷⁾

10/29/2013

10/29/2018

Common Stock

194,702 ⁽⁷⁾

Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust ⁽⁴⁾

2012 Series A Warrants (right to buy)

$ 1.36 ⁽⁷⁾

11/26/2012

11/26/2017

Common Stock

428,920 ⁽⁷⁾

Belldegrun Family Trust ⁽⁵⁾

2013 Series D Warrants (right to buy)

$ 2.14 ⁽⁷⁾

10/29/2013

10/29/2018

Common Stock

350,467 ⁽⁷⁾

Belldegrun Family Trust ⁽⁵⁾

2012 Series A Warrants (right to buy)

$ 1.36 ⁽⁷⁾

11/26/2012

11/26/2017

Common Stock

183,822 ⁽⁷⁾

MDRB Partnership, L.P. ⁽⁶⁾

2013 Series D Warrants (right to buy)

$ 2.14 ⁽⁷⁾

10/29/2013

10/29/2018

Common Stock

155,762 ⁽⁷⁾

MDRB Partnership, L.P. ⁽⁶⁾

Stock Option (right to buy)

$ 19.36

⁽⁸⁾

03/31/2018

Common Stock

24,922

Stock Option (right to buy)

$ 8

⁽⁸⁾

09/29/2019

Common Stock

1,250

Stock Option (right to buy)

$ 8

⁽⁸⁾

09/09/2020

Common Stock

37,500

Stock Option (right to buy)

$ 8

⁽⁸⁾

11/05/2020

Common Stock

1,250

Stock Option (right to buy)

$ 2.4

⁽⁹⁾

11/04/2023

Common Stock

3,559,296

Stock Option (right to buy)

$ 2.9

⁽¹⁰⁾

01/24/2024

Common Stock

68,448

Reporting Owners

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

Signatures

/s/ Christopher J. Melsha as Attorney-in-Fact for Arie S. Belldegrun pursuant to a Power of Attorney previously filed.		01/14/2016
^**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)	On January 12, 2016, the Arie Belldegrun M.D., Inc. Profit Sharing Plan was issued 1,448,062 shares upon the automatic conversion of $506.821.92 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to the Arie Belldegrun M.D., Inc. Profit Sharing Plan by the Issuer on October 21, 2015.
(2)	The Reporting Person is the trustee of the profit sharing plan that owns the securities.
(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)	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.
(5)	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.
(6)	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.
(7)	As a result of the Issuer's 1/12/16 private placement of common stock at $0.35/share, the exercise price and number of shares subject to 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.
(8)	Currently exercisable.
(9)	Vests in equal 36-monthly installments commencing 12/4/13.
(10)	Vests in equal 12-monthly installments commencing 2/24/14.

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