[ ]
|
Rule 13d-1(b)
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[X]
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Rule 13d-1(c)
|
[ ]
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Rule 13d-1(d)
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CUSIP NO. 042564203
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Page 2 of 12 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
2,042,9001
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
0
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
2,042,9001
|
8.
|
Shared Dispositive Power
|
|
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 042564203
|
Page 3 of 12 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
0
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
2,042,9002
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
|
|
2,042,9002
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 042564203
|
Page 4 of 12 Pages
|
1.
|
Names of Reporting Persons
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
a.
|
[ ]
|
b.
|
[X]
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
|
5.
|
Sole Voting Power
|
|
Number of
Shares
|
0
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
2,042,9003
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
|
|
2,042,9003
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
12.
|
Type of Reporting Person (See Instructions)
|
CUSIP NO. 042564203
|
Page 5 of 12 Pages
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Item 1(a).
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Name of Issuer:
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Arno Therapeutics, Inc. (the “Issuer”).
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
200 Route 31 North, Suite 104
|
|
Flemington, New Jersey 08822
|
|
Item 2(a).
|
Name of Person Filing:
|
The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
i)
|
Soros Fund Management LLC (“SFM LLC”);
|
ii)
|
George Soros; and
|
iii)
|
Robert Soros.
|
This statement relates to Shares (as defined herein) held for the account of Quantum Partners LP, a Cayman Islands exempted limited partnership (“Quantum Partners”). SFM LLC serves as principal investment manager to Quantum Partners. As such, SFM LLC has been granted investment discretion over portfolio investments, including the Shares, held for the account of Quantum Partners. George Soros serves as Chairman of SFM LLC and Robert Soros serves as President and Deputy Chairman of SFM LLC.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, 33rd Floor, New York, New York 10106.
|
Item 2(c).
|
Citizenship:
|
i)
|
SFM LLC is a Delaware limited liability company;
|
ii)
|
George Soros is a United States citizen; and
|
iii)
|
Robert Soros is a United States citizen.
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.0001 per share (the “Shares”).
|
|
Item 2(e).
|
CUSIP Number:
|
042564203
|
CUSIP NO. 042564203
|
Page 6 of 12 Pages
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
This Item 3 is not applicable.
|
|
Item 4.
|
Ownership:
|
Item 4(a).
|
Amount Beneficially Owned:
|
As of February 12, 2015, each of the Reporting Persons may be deemed to be the beneficial owner of 2,042,900 Shares. This number consists of 2,001,987 Shares and 40,913 Shares issuable upon the exercise of (i) 2012 Class A Warrants (the “Class A Warrants”), (ii) 2013 Class C Warrants (the “Class C Warrants”), and (iii) 2013 Class D Warrants (the “Class D Warrants” and together with the Class A Warrants, Class C Warrants, collective the “Warrants”). Each of the Warrants is subject to a conversion cap that precludes the holder thereof from exercising the Warrants to the extent that the holder would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) in excess of 9.99% of the Shares outstanding (the “Conversion Cap”). Without giving effect to the Conversion Cap, the Reporting Persons would be entitled to receive (i) 2,256,944 Shares issuable upon the exercise of Class A Warrants, (ii) 2,139,750 Shares issuable upon the exercise of Class C Warrants, and (iii) 2,508,915 Shares issuable upon the exercise of Class D Warrants.
|
|
Item 4(b).
|
Percent of Class:
|
As of February 12, 2015, assuming the Reporting Persons’ exercise in full of the Warrants and the application of the Conversion Cap, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.99% of the total number of Shares outstanding (based upon 20,408,616 Shares outstanding as of November 14, 2014 pursuant to the Issuer’s Quarterly Report on Form 10-Q, filed on November 14, 2014 and 40,913 Shares issuable upon exercise of the Warrants).
|
|
Item 4(c).
|
Number of shares as to which such person has:
|
SFM LLC
|
|||
(i)
|
Sole power to vote or direct the vote
|
2,042,900
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
2,042,900
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
George Soros
|
|||
(i)
|
Sole power to vote or direct the vote
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
2,042,900
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
2,042,900
|
Robert Soros
|
|||
(i)
|
Sole power to vote or direct the vote
|
0
|
|
(ii)
|
Shared power to vote or to direct the vote
|
2,042,900
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
2,042,900
|
CUSIP NO. 042564203
|
Page 7 of 12 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
This Item 5 is not applicable.
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
The partners of Quantum Partners are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the account of Quantum Partners, in accordance with their ownership interests in Quantum Partners.
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
|
This Item 7 is not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
This Item 8 is not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group:
|
This Item 9 is not applicable.
|
|
Item 10.
|
Certification:
|
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
|
CUSIP NO. 042564203
|
Page 8 of 12 Pages
|
Date: February 13, 2015
|
SOROS FUND MANAGEMENT LLC
|
By: /s/ Jay Schoenfarber
|
|
Jay Schoenfarber
|
|
Deputy General Counsel
|
Date: February 13, 2015
|
GEORGE SOROS
|
By: /s/ Jay Schoenfarber
|
|
Jay Schoenfarber
|
|
Attorney-in-Fact
|
|
Date: February 13, 2015
|
ROBERT SOROS
|
By: /s/ Jay Schoenfarber
|
|
Jay Schoenfarber
|
|
Attorney-in-Fact
|
|
CUSIP NO. 042564203
|
Page 9 of 12 Pages
|
Page No.
|
||
A.
|
Joint Filing Agreement, dated as of February 13, 2015, by and among Soros Fund Management LLC, George Soros, and Robert Soros
|
10
|
B.
|
Power of Attorney, dated as of June 26, 2009, granted by George Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, Robert Soros and David Taylor
|
11
|
C.
|
Power of Attorney, dated as of October 3, 2007, granted by Robert Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, and David Taylor
|
12
|
CUSIP NO. 042564203
|
Page 10 of 12 Pages
|
Date: February 13, 2015
|
SOROS FUND MANAGEMENT LLC
|
By: /s/ Jay Schoenfarber
|
|
Jay Schoenfarber
|
|
Deputy General Counsel
|
Date: February 13, 2015
|
GEORGE SOROS
|
By: /s/ Jay Schoenfarber
|
|
Jay Schoenfarber
|
|
Attorney-in-Fact
|
|
Date: February 13, 2015
|
ROBERT SOROS
|
By: /s/ Jay Schoenfarber
|
|
Jay Schoenfarber
|
|
Attorney-in-Fact
|
|
CUSIP NO. 042564203
|
Page 11 of 12 Pages
|
CUSIP NO. 042564203
|
Page 12 of 12 Pages
|