X0306 4 2013-10-29 0001195116 Arno Therapeutics, Inc ARNI 0001296549 Belldegrun Arie C/O ARNO THERAPEUTICS, INC. 200 ROUTE 31 NORTH, SUITE 104 FLEMINGTON NJ 08822 1 0 0 0 Common Stock 3115 D Common Stock 2013-10-29 4 P 0 104166 0 A 143809 I Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust Common Stock 2013-10-29 4 C 0 133305 2.40 A 140721 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust Common Stock 2013-10-29 4 A 0 10000 2.40 A 150721 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust Common Stock 2013-10-29 4 P 0 104166 0 A 254887 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust Common Stock 2013-10-29 4 C 0 155523 2.40 A 180128 I Belldegrun Family Trust Common Stock 2013-10-29 4 A 0 11666 2.40 A 191794 I Belldegrun Family Trust Common Stock 2013-10-29 4 P 0 187500 0 A 379294 I Belldegrun Family Trust Stock Option (right to buy) 19.36 2018-03-31 Common Stock 24922 24922 D Stock Option (right to buy) 8.00 2019-09-29 Common Stock 1250 1250 D Stock Option (right to buy) 8.00 2020-09-09 Common Stock 37500 37500 D Stock Option (right to buy) 8.00 2020-11-05 Common Stock 1250 1250 D 2010 Class B Warrants (right to buy) 3.08 2010-09-09 2015-09-09 Common Stock 105000 105000 I Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust 2013 Series D Warrants (right to buy) 4.00 2013-10-29 4 P 0 104166 0 A 2013-10-29 2018-10-29 Common Stock 104166 104166 I Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust 2013 Series E Warrant (right to buy) 2.40 2013-10-29 4 P 0 104166 0 A 2013-10-29 2014-10-31 Common Stock 104166 104166 I Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust 8% Senior Convertible Debentures 2.40 2013-10-29 4 C 0 125000 0 D 2012-11-26 2015-11-26 Common Stock 125000 0 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust 2012 Series A Warrants (right to buy) 2.40 2012-11-26 2017-11-26 Common Stock 208333 208333 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust 2012 Series B Warrants (right to buy) 2.40 2013-10-29 4 D 0 125000 0 D 2012-11-26 2014-05-26 Common Stock 125000 0 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust 2012 Series B Warrants (right to buy) 2.40 2013-10-29 4 A 0 125000 0 A 2013-10-29 2014-10-31 Common Stock 125000 125000 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust 2013 Series D Warrants (right to buy) 4.00 2013-10-29 4 P 0 104166 0 A 2013-10-29 2018-10-29 Common Stock 104166 104166 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust 2013 Series E Warrant (right to buy) 2.40 2013-10-29 4 P 0 104166 0 A 2013-10-29 2014-10-31 Common Stock 104166 104166 I Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust 2010 Class B Warrants (right to buy) 3.08 2010-09-09 2015-09-09 Common Stock 6562 6562 I Belldegrun Family Trust 8% Senior Convertible Debentures 2.40 2013-10-29 4 C 0 145833 0 D 2012-11-26 2015-11-26 Common Stock 145833 0 I Belldegrun Family Trust 2012 Series A Warrants (right to buy) 2.40 2012-11-26 2017-11-26 Common Stock 243055 243055 I Belldegrun Family Trust 2012 Series B Warrants (right to buy) 2.40 2013-10-29 4 D 0 145833 0 D 2012-11-26 2014-05-26 Common Stock 145833 0 I Belldegrun Family Trust 2012 Series B Warrants (right to buy) 2.40 2013-10-29 4 A 0 145833 0 A 2013-10-29 2014-10-31 Common Stock 145833 145833 I Belldegrun Family Trust 2013 Series D Warrants (right to buy) 4.00 2013-10-29 4 P 0 187500 0 A 2013-10-29 2018-10-29 Common Stock 187500 187500 I Belldegrun Family Trust 2013 Series E Warrant (right to buy) 2.40 2013-10-29 4 P 0 187500 0 A 2013-10-29 2014-10-31 Common Stock 187500 187500 I Belldegrun Family Trust The reported securities are included within 104,165 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. 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. 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 $319,933 of principal and accrued interest. 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. 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 $24,000. 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 $373,256 of principal and accrued interest. 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. 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 $28,000. The reported securities are included within 187,500 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. 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. 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. 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. Currently exercisable. Vests in three equal annual installments commencing 11/5/11. PART ONE 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. 2013-11-05