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^*

Kariv Tomer

(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)
01/12/2016

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	01/12/2016		P		707,868⁽¹⁾	A	$0.35	1,347,327	I	By Pontifax (Cayman) II L.P.⁽²⁾
Common Stock	01/12/2016		P		533,208⁽³⁾	A	$0.35	1,014,888	I	By Pontifax (Israel) II L.P.⁽²⁾
Common Stock	01/12/2016		P		206,986⁽⁴⁾	A	$0.35	393,968	I	By Pontifax (Israel) II - Individual Investors L.P.⁽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
Stock Option (right to buy)	$2.4							⁽⁶⁾	11/04/2023	Common Stock	68,448		68,448	D
Stock Option (right to buy)	$2.9							⁽⁷⁾	01/24/2024	Common Stock	34,224		34,224	D
2012 Series A Warrants (right to buy)	$1.36⁽⁸⁾							12/18/2012	12/18/2017	Common Stock	599,064⁽⁸⁾		599,064⁽⁸⁾	I	Pontifax (Cayman) II L.P.⁽²⁾
2013 Series D Warrants (right to buy)	$2.14⁽⁸⁾							10/29/2013	10/29/2018	Common Stock	380,714⁽⁸⁾		380,714⁽⁸⁾	I	Pontifax (Cayman) II L.P.⁽²⁾
2012 Series A Warrants (right to buy)	$1.36⁽⁸⁾							12/18/2012	12/18/2017	Common Stock	451,252⁽⁸⁾		451,252⁽⁸⁾	I	Pontifax (Israel) II L.P.⁽²⁾
2013 Series D Warrants (right to buy)	$2.14⁽⁸⁾							10/29/2013	10/29/2018	Common Stock	286,777⁽⁸⁾		286,777⁽⁸⁾	I	Pontifax (Israel) II L.P.⁽²⁾
2012 Series A Warrants (right to buy)	$1.36⁽⁸⁾							12/18/2012	12/18/2017	Common Stock	175,170⁽⁸⁾		175,170⁽⁸⁾	I	Pontifax (Israel) II - Individual Investors L.P.⁽⁶⁾
2013 Series D Warrants (right to buy)	$2.14⁽⁸⁾							10/29/2013	10/29/2018	Common Stock	111,323⁽⁸⁾		111,323⁽⁸⁾	I	Pontifax (Israel) II - Individual Investors L.P.⁽²⁾

Explanation of Responses:

1. On January 12, 2016, Pontifax (Cayman) II L.P. was issued 707,868 shares upon the automatic conversion of $247,753.81 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to Pontifax (Cayman) II L.P. by the Issuer on October 21, 2015.

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. On January 12, 2016, Pontifax (Israel) II L.P. was issued 533,208 shares upon the automatic conversion of $186,622.98 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to Pontifax (Israel) II L.P. by the Issuer on October 21, 2015.

4. On January 12, 2016, Pontifax (Israel) II - Individual Investors L.P. was issued 206,986 shares upon the automatic conversion of $72,445.12 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to Pontifax (Israel) II - Individual Investors L.P. by the Issuer on October 21, 2015.

5. Currently exercisable.

6. Vests in equal 36-monthly installments commencing 12/4/13.

7. Vests in equal 12-monthly installments commencing 2/24/14.

8. 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.

Remarks:

	/s/ Christopher J. Melsha as Attorney-in-Fact for Tomer Kariv pursuant to Power of Attorney previously filed.	01/14/2016
	** 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).
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