| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Arno Therapeutics, Inc [ ARNI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/28/2013 | J(1) | 1,289 | A | $0.3 | 3,955 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $0.3 | (2) | 06/20/2021 | Common Stock | 137,500 | 137,500 | D | ||||||||
| Stock Option (right to buy) | $0.3 | (3) | 06/20/2021 | Common Stock | 57,534 | 57,534 | D | ||||||||
| Stock Option (right to buy) | $0.3 | (4) | 09/19/2021 | Common Stock | 80,000 | 80,000 | D | ||||||||
| Stock Option (right to buy) | $0.3 | (5) | 01/14/2023 | Common Stock | 55,000 | 55,000 | D | ||||||||
| Stock Option (right to buy) | $0.3 | (6) | 01/14/2023 | Common Stock | 18,333 | 18,333 | D | ||||||||
| 8% Senior Convertible Debentures | $0.3 | 11/26/2012 | 11/26/2015 | Common Stock | 66,667 | 66,667 | D | ||||||||
| Series A Warrants (right to buy) | $0.5 | 11/26/2012 | 11/26/2017 | Common Stock | 66,667 | 66,667 | D | ||||||||
| Series B Warrants (right to buy) | $0.3 | 11/26/2012 | 05/26/2014 | Common Stock | 66,667 | 66,667 | D | ||||||||
| Explanation of Responses: |
| 1. Shares issued in lieu of cash payment of liquidated damages in the amount of $387, pursuant to the terms of a Registration Rights Agreement dated November 26, 2012 among the Issuer and the investors identified therein, as amended on March 25, 2013. |
| 2. 25% vested on 6/22/12 and thereafter in 24 equal monthy installments. |
| 3. On 6/22/2011, the Reporting Person was granted an option to purchase up to 112,500 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 certain 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 20,034 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 37,500 shares. |
| 4. 50% vested on 9/19/11 and thereafter in 24 equal monthly installments. |
| 5. 1/3 vested on 1/14/13 and thereafter will vest in 24 equal monthy installments, commencing 1/31/13. |
| 6. On 1/14/2013, the Reporting Person was granted an option to purchase up to 55,000 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. |
| Remarks: |
| /s/ Christopher J. Melsha as Attorney-in-Fact for Stefan Proniuk, Ph.D. pursuant to Power of Attorney previously filed | 05/30/2013 | |
| ** 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. | ||