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)
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								3,115	D
Common Stock	01/12/2016		P		1,448,062⁽¹⁾	A	$0.35	1,548,543	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan⁽²⁾
Common Stock	01/12/2016		P		714,285	A	$0.35	858,094	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust⁽³⁾
Common Stock								254,887	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust⁽⁴⁾
Common Stock								379,294	I	Belldegrun Family Trust⁽⁵⁾
Common Stock								174,644	I	MDRB Partnership, L.P.⁽⁶⁾

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)
2012 Series A Warrants (right to buy)	$1.36⁽⁷⁾							11/26/2012	11/26/2017	Common Stock	245,096⁽⁷⁾		245,096⁽⁷⁾	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan⁽²⁾
2013 Series D Warrants (right to buy)	$2.14⁽⁷⁾							10/29/2013	10/29/2018	Common Stock	194,702⁽⁷⁾		194,702⁽⁷⁾	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust⁽³⁾
2012 Series A Warrants (right to buy)	$1.36⁽⁷⁾							11/26/2012	11/26/2017	Common Stock	367,646⁽⁷⁾		367,646⁽⁷⁾	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust⁽⁴⁾
2013 Series D Warrants (right to buy)	$2.14⁽⁷⁾							10/29/2013	10/29/2018	Common Stock	194,702⁽⁷⁾		194,702⁽⁷⁾	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust⁽⁴⁾
2012 Series A Warrants (right to buy)	$1.36⁽⁷⁾							11/26/2012	11/26/2017	Common Stock	428,920⁽⁷⁾		428,920⁽⁷⁾	I	Belldegrun Family Trust⁽⁵⁾
2013 Series D Warrants (right to buy)	$2.14⁽⁷⁾							10/29/2013	10/29/2018	Common Stock	350,467⁽⁷⁾		350,467⁽⁷⁾	I	Belldegrun Family Trust⁽⁵⁾
2012 Series A Warrants (right to buy)	$1.36⁽⁷⁾							11/26/2012	11/26/2017	Common Stock	183,822⁽⁷⁾		183,822⁽⁷⁾	I	MDRB Partnership, L.P.⁽⁶⁾
2013 Series D Warrants (right to buy)	$2.14⁽⁷⁾							10/29/2013	10/29/2018	Common Stock	155,762⁽⁷⁾		155,762⁽⁷⁾	I	MDRB Partnership, L.P.⁽⁶⁾
Stock Option (right to buy)	$19.36							⁽⁸⁾	03/31/2018	Common Stock	24,922		24,922	D
Stock Option (right to buy)	$8							⁽⁸⁾	09/29/2019	Common Stock	1,250		1,250	D
Stock Option (right to buy)	$8							⁽⁸⁾	09/09/2020	Common Stock	37,500		37,500	D
Stock Option (right to buy)	$8							⁽⁸⁾	11/05/2020	Common Stock	1,250		1,250	D
Stock Option (right to buy)	$2.4							⁽⁹⁾	11/04/2023	Common Stock	3,559,296		3,559,296	D
Stock Option (right to buy)	$2.9							⁽¹⁰⁾	01/24/2024	Common Stock	68,448		68,448	D

Explanation of Responses:

1. On January 12, 2016, the Arie Belldegrun M.D., Inc. Profit Sharing Plan was issued 1,448,062 shares upon the automatic conversion of $506.821.92 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to the Arie Belldegrun M.D., Inc. Profit Sharing Plan by the Issuer on October 21, 2015.

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

3. Although the Reporting Person is not a trustee of the BTL Trust, the Reporting Person is a beneficiary of the BTL Trust, and as such may be deemed to be the beneficial owner of the securities owned by the BTL Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

4. Although the Reporting Person is not a trustee of the Tampere Trust, the Reporting Person is a beneficiary of the Tampere Trust, and as such may be deemed to be the beneficial owner of the securities owned by the Tampere Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

5. The Reporting Person is the trustee of the family trust that owns the securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

6. 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.

7. 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.

8. Currently exercisable.

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

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

Remarks:

	/s/ Christopher J. Melsha as Attorney-in-Fact for Arie S. Belldegrun pursuant to a 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).
** 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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