| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Arno Therapeutics, Inc [ ARNI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
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)
|
| 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 | 10/29/2013 | C | 66,652(1) | A | $2.4 | 70,360 | D | |||
| Common Stock | 10/29/2013 | A | 5,000(2) | A | $2.4 | 75,360 | D | |||
| Common Stock | 10/29/2013 | P | 41,666 | A | (3) | 117,026 | D | |||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $2.4 | (4) | 06/22/2021 | Common Stock | 109,375 | 109,375 | D | ||||||||
| Stock Option (right to buy) | $2.4 | (5) | 06/22/2021 | Common Stock | 55,736 | 55,736 | D | ||||||||
| Stock Option (right to buy) | $2.4 | (6) | 01/14/2023 | Common Stock | 36,562 | 36,562 | D | ||||||||
| Stock Option (right to buy) | $2.4 | (7) | 01/14/2023 | Common Stock | 12,187 | 12,187 | D | ||||||||
| 8% Senior Convertible Debentures | $2.4 | 10/29/2013 | C | 62,500 | 11/26/2012 | 11/26/2015 | Common Stock | 62,500 | $0 | 0 | D | ||||
| 2012 Series A Warrants (right to buy) | $2.4(8) | 11/26/2012 | 11/26/2017 | Common Stock | 104,166(8) | 104,166(8) | D | ||||||||
| 2012 Series B Warrants (right to buy) | $2.4 | 10/29/2013 | D(9) | 62,500 | 11/26/2012 | 05/26/2014 | Common Stock | 62,500 | $0(9) | 0 | D | ||||
| 2012 Series B Warrants (right to buy) | $2.4 | 10/29/2013 | A(9) | 62,500 | 10/29/2013 | 10/31/2014 | Common Stock | 62,500 | $0(9) | 62,500 | D | ||||
| 2013 Series D Warrants (right to buy) | $4 | 10/29/2013 | P | 41,666 | 10/29/2013 | 10/29/2018 | Common Stock | 41,666 | $0(3) | 41,666 | D | ||||
| 2013 Series E Warrants (right to buy) | $2.4 | 10/29/2013 | P | 41,666 | 10/29/2013 | 10/31/2014 | Common Stock | 41,666 | $0(3) | 41,666 | D | ||||
| 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 $159,966 of principal and accrued interest. |
| 2. 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 $12,000. |
| 3. The reported securities are included within 41,666 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. 25% vested on 6/22/12 and thereafter in 24 equal monthy installments. |
| 5. On 6/22/2011, the Reporting Person was granted an option to purchase up to 875,000 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 154,224 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 291,667 shares. |
| 6. 1/3 vested on 1/14/13 and thereafter will vest in 24 equal monthy installments, commencing 1/31/13. |
| 7. On 1/14/13, the Reporting Person was granted an option to purchase up to 292,500 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. |
| 8. 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. |
| 9. 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 Alexander A. Zukiwski, M.D. 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). | ||
| 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. | ||