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^*

Belldegrun Arie

(Last)

(First)

(Middle)

C/O ARNO THERAPEUTICS, INC.

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		66,652⁽¹⁾	A	$2.4	86,312	I	MDRB Partnership, L.P.⁽²⁾
Common Stock	10/29/2013		A		5,000⁽³⁾	A	$2.4	91,312	I	MDRB Partnership, L.P.⁽²⁾
Common Stock	10/29/2013		P		83,332	A	⁽⁵⁾	174,644	I	MDRB Partnership, L.P.⁽²⁾
Common Stock	10/29/2013		C		88,871⁽⁶⁾	A	$2.4	93,815	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan⁽⁴⁾
Common Stock	10/29/2013		A		6,666⁽⁷⁾	A	$2.4	100,481	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan⁽⁴⁾

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)
2010 Class B Warrants (right to buy)	$3.08⁽⁸⁾							09/09/2010	09/09/2015	Common Stock	52,500		52,500	I	MDRB Partnership, L.P.⁽²⁾
8% Senior Convertible Debentures	$2.4	10/29/2013		C			62,500	11/26/2012	11/26/2015	Common Stock	62,500	$0	0	I	MDRB Partnership, L.P.⁽²⁾
2012 Series A Warrants (right to buy)	$2.4⁽⁹⁾							11/26/2012	11/26/2017	Common Stock	104,166⁽⁹⁾		104,166⁽⁹⁾	I	MDRB Partnership, L.P.⁽²⁾
2012 Series B Warrants (right to buy)	$2.4	10/29/2013		D⁽¹⁰⁾			62,500	11/26/2012	05/26/2014	Common Stock	62,500	$0⁽¹⁰⁾	0	I	MDRB Partnership, L.P.⁽²⁾
2012 Series B Warrants (right to buy)	$2.4	10/29/2013		A⁽¹⁰⁾		62,500		10/29/2013	10/31/2014	Common Stock	62,500	$0⁽¹⁰⁾	62,500	I	MDRB Partnership, L.P.⁽²⁾
2013 Series D Warrants (right to buy)	$4	10/29/2013		P		83,333		10/29/2013	10/29/2018	Common Stock	83,333	$0	83,333	I	MDRB Partnership, L.P.⁽²⁾
2013 Series E Warrants (right to buy)	$2.4	10/29/2013		P		83,333		10/29/2013	10/31/2014	Common Stock	83,333	$0	83,333	I	MDRB Partnership, L.P.⁽²⁾
8% Senior Convertible Debentures	$2.4	10/29/2013		C			83,333	11/26/2012	11/26/2015	Common Stock	83,333	$0	0	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan⁽⁴⁾
2012 Series A Warrants (right to buy)	$2.4⁽⁹⁾							11/26/2012	11/26/2017	Common Stock	138,888⁽⁹⁾		138,888⁽⁹⁾	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan⁽⁴⁾
2012 Series B Warrants (right to buy)	$2.4	10/29/2013		D⁽¹⁰⁾			83,333	11/26/2012	05/26/2014	Common Stock	83,333	$0⁽¹⁰⁾	0	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan⁽⁴⁾
2012 Series B Warrants (right to buy)	$2.4	10/29/2013		A⁽¹⁰⁾		83,333		10/29/2013	10/31/2014	Common Stock	83,333	$0⁽¹⁰⁾	83,333	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan⁽⁴⁾

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 $159,967 of principal and accrued interest.

2. The Reporting Person is the managing partner of the limited partnership that owns the securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. 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.

4. The Reporting Person is the trustee of the profit sharing plan that owns the securities.

5. The reported securities are included within 83,332 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.

6. 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 $213,289 of principal and accrued interest.

7. 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 $16,000.

8. 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.

9. 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.

10. 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:

PART TWO OF TWO FILINGS ON 10/31/13. 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 Arie S. Belldegrun pursuant to a Power of Attorney previously filed.	11/05/2013
	** 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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