SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ruchefsky Steven B

(Last)

(First)

(Middle)

200 ROUTE 31 NORTH

SUITE 104

(Street)

FLEMINGTON

08822

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2013

4. 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 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	10/29/2013		C		555,440⁽¹⁾	A	$2.4	867,106	I	By Commercial Street Capital, LLC⁽²⁾
Common Stock	10/29/2013		P		687,500	A	⁽³⁾	1,554,606	I	By Commercial Street Capital, LLC⁽²⁾
Common Stock	10/29/2013		A		41,666⁽⁴⁾	A	$2.4	1,596,272	I	By Commercial Street Capital, LLC⁽²⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$8							⁽⁵⁾	11/05/2020	Common Stock	3,750		3,750	D
Warrants (right to buy)	$8.8							09/09/2010	09/09/2015	Common Stock	3,125		3,125	D
2010 Class B Warrants (right to buy)	$3.08⁽⁶⁾							10/29/2013	09/09/2015	Common Stock	115,500		115,500	I	By Commercial Street Capital, LLC⁽²⁾
8% Senior Convertible Debentures	$2.4	10/29/2013		C			520,833	11/26/2012	11/26/2015	Common Stock	520,833	$0	0	I	By Commercial Street Capital, LLC⁽²⁾
2012 Series A Warrants (right to buy)	$2.4⁽⁷⁾							10/29/2013	11/26/2017	Common Stock	868,055⁽⁷⁾		868,055⁽⁷⁾	I	By Commercial Street Capital, LLC⁽²⁾
2012 Series B Warrants (right to buy)	$2.4	10/29/2013		D⁽⁸⁾			520,833	11/26/2012	05/26/2014	Common Stock	520,833	$0⁽⁸⁾	0	I	By Commercial Street Capital, LLC⁽²⁾
2012 Series B Warrants (right to buy)	$2.4	10/29/2013		A⁽⁸⁾		520,833⁽⁸⁾		10/29/2013	10/31/2014	Common Stock	520,833	$0⁽⁸⁾	520,833	I	By Commercial Street Capital, LLC⁽²⁾
2013 Series D Warrants (right to buy)	$4	10/29/2013		P		687,500		10/29/2013	10/29/2018	Common Stock	687,500	$0⁽³⁾	687,500	I	By Commercial Street Capital, LLC⁽²⁾
2013 Series E Warrants (right to buy)	$2.4	10/29/2013		P		687,500		10/29/2013	10/31/2014	Common Stock	687,500	$0⁽³⁾	687,500	I	By Commercial Street Capital, LLC⁽²⁾

Explanation of Responses:

1. On October 29, 2013, the Issuer and the holders of Issuer's 2012 8% Senior Convertible Debentures ("Holders"), which included the Reporting Person, entered into a Conversion Agreement ("Conversion Agreement") pursuant to which all Holders agreed to convert all outstanding principal and accrued interest under such debentures at a per share price of $2.40. Shares reflected represent shares issued to Reporting Person upon conversion of $1,333,056 of principal and accrued interest.

2. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. The reported securities are included within 687,500 Issuer units purchased by the Reporting Person for $2.40 per unit. Each unit consists of one share of common stock, a 2013 Series D Warrant to purchase one share of common stock, and a 2013 Series E Warrant to purchase one share of common stock.

4. Pursuant to Conversion Agreement, Issuer also paid to each Holder additional 12 mos. interest for converting the debentures, which amount was satisfied by the issuance of common stock at a price of $2.40 per share. Shares reflected represented issuance in satisfaction of additional interest of $100,000.

5. Vesting in three equal annual installments commencing 11/5/11.

6. As a result of the Issuer's 10/29/13 private placement of common stock at $2.40/share, the exercise price subject to the 2010 Class B Warrants was automatically adjusted to the exercise price reflected, pursuant to anti-dilution adjustment provisions.

7. As a result of the Issuer's 10/29/13 private placement of common stock at $2.40/share, the exercise price and number of shares subject to the 2012 Series A Warrants were automatically adjusted to the exercise price and shares reflected, pursuant to anti-dilution adjustment provisions.

8. The two reported transactions involved an amendment of an outstanding warrant extending the expiration date from 5/26/14 to 10/31/14, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The "old" warrant was originally granted on 11/26/12.

Remarks:

ON 10/29/13, THE COMPANY COMPLETED A ONE-FOR-EIGHT REVERSE STOCK SPLIT. ALL COMMON STOCK, WARRANT AND DEBENTURE AMOUNTS AND EXERCISE PRICES IN THE FILING RELATING TO SECURITIES ACQUIRED PRIOR TO 10/29/13 HAVE BEEN ADJUSTED TO REFLECT THE ONE-FOR-EIGHT REVERSE STOCK SPLIT.

	/s/ Christopher J. Melsha as Attorney-in-Fact for Steven B. Ruchefsky pursuant to Power of Attorney previously filed	10/31/2013
	** 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 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).
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