SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Belldegrun Arie

(Last)

(First)

(Middle)

C/O ARNO THERAPEUTICS, INC.

200 ROUTE 31 NORTH, SUITE 104

(Street)

FLEMINGTON

08822

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2013

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

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 of 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

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⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
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⁾

Explanation of Responses:

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.

Remarks:

	/s/ Arie S. Belldegrun, M.D.	01/25/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.