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 *
Zukiwski Alexander A
  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
__X__ Officer (give title below) _____ Other (specify below)
VP & Chief Medical Officer
(Last)
(First)
(Middle)
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)
Code V Amount (A) or (D) Price
Common Stock 01/12/2016   P   144,806 (1) A $ 0.35 261,832 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 2.4               (2) 06/22/2021 Common Stock 109,375   109,375 D  
Stock Option (right to buy) $ 2.4               (3) 06/22/2021 Common Stock 55,736   55,736 D  
Stock Option (right to buy) $ 2.4               (2) 01/14/2023 Common Stock 36,562   36,562 D  
Stock Option (right to buy) $ 2.4               (5) 01/14/2023 Common Stock 12,187   12,187 D  
Stock Option (right to buy) $ 2.4               (4) 11/04/2023 Common Stock 316,389   316,389 D  
Stock Option (right to buy) $ 2.9               (6) 01/24/2024 Common Stock 711,301   711,301 D  
2012 Series A Warrants (right to buy) $ 1.36 (7)             11/26/2012 11/26/2017 Common Stock 183,822 (7)   183,822 (7) D  
2013 Series D Warrants (right to buy) $ 2.14 (7)             10/29/2013 10/29/2018 Common Stock 77,880 (7)   77,880 (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Zukiwski Alexander A
200 ROUTE 31 NORTH
SUITE 104
FLEMINGTON, NJ 08822
  X     VP & Chief Medical Officer  

Signatures

 /s/ Christopher J. Melsha as Attorney-in-Fact for Alexander A. Zukiwski, M.D. pursuant to 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 Reporting Person was issued 144,806 shares upon the automatic conversion of $50,682.19 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to the Reporting Person by the Issuer on October 21, 2015.
(2) Currently exercisable.
(3) On 6/22/2011, the Reporting Person was granted an option to purchase up to 109,375 shares of common stock of the Issuer. Up to 1/3 of the shares subject to the option may vest annually (or a pro rata portion thereof for a period of less than a full year) based on the achievement of cerain performance milestones as determined by the Board of Directors (the 'Board') of the Issuer. On 1/17/2012, the Board determined that options for the prorated period ending 12/31/2011 would vest in the maximum potential amount of 19,278 shares. On 1/14/2013, the Board determined that options for the period ending 12/31/2012 would vest in the maximum potential amount of 36,458 shares.
(4) Vests in equal 36-monthly installments commencing 12/4/13.
(5) On 1/14/13, the Reporting Person was granted an option to purchase up to 36,562 shares of common stock of the Issuer. 1/3 of the shares subject to the option were immediately vested and up to 1/2 of the remaining shares subject to the option may vest annually, based on the achievement of certain performance milestones as determined by the Board.
(6) Vests 25% on first anniversary date and thereafter will vest in 24 equal monthly installments.
(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.

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