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 2013-10-29 4 C 0 66652 2.40 A 86312 I MDRB Partnership, L.P. Common Stock 2013-10-29 4 A 0 5000 2.40 A 91312 I MDRB Partnership, L.P. Common Stock 2013-10-29 4 P 0 83332 A 174644 I MDRB Partnership, L.P. Common Stock 2013-10-29 4 C 0 88871 2.40 A 93815 I Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan Common Stock 2013-10-29 4 A 0 6666 2.40 A 100481 I Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan 2010 Class B Warrants (right to buy) 3.08 2010-09-09 2015-09-09 Common Stock 52500 52500 I MDRB Partnership, L.P. 8% Senior Convertible Debentures 2.40 2013-10-29 4 C 0 62500 0 D 2012-11-26 2015-11-26 Common Stock 62500 0 I MDRB Partnership, L.P. 2012 Series A Warrants (right to buy) 2.40 2012-11-26 2017-11-26 Common Stock 104166 104166 I MDRB Partnership, L.P. 2012 Series B Warrants (right to buy) 2.40 2013-10-29 4 D 0 62500 0 D 2012-11-26 2014-05-26 Common Stock 62500 0 I MDRB Partnership, L.P. 2012 Series B Warrants (right to buy) 2.40 2013-10-29 4 A 0 62500 0 A 2013-10-29 2014-10-31 Common Stock 62500 62500 I MDRB Partnership, L.P. 2013 Series D Warrants (right to buy) 4.00 2013-10-29 4 P 0 83333 0 A 2013-10-29 2018-10-29 Common Stock 83333 83333 I MDRB Partnership, L.P. 2013 Series E Warrants (right to buy) 2.40 2013-10-29 4 P 0 83333 0 A 2013-10-29 2014-10-31 Common Stock 83333 83333 I MDRB Partnership, L.P. 8% Senior Convertible Debentures 2.40 2013-10-29 4 C 0 83333 0 D 2012-11-26 2015-11-26 Common Stock 83333 0 I Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan 2012 Series A Warrants (right to buy) 2.40 2012-11-26 2017-11-26 Common Stock 138888 138888 I Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan 2012 Series B Warrants (right to buy) 2.40 2013-10-29 4 D 0 83333 0 D 2012-11-26 2014-05-26 Common Stock 83333 0 I Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan 2012 Series B Warrants (right to buy) 2.40 2013-10-29 4 A 0 83333 0 A 2013-10-29 2014-10-31 Common Stock 83333 83333 I Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan 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. 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. 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. The Reporting Person is the trustee of the profit sharing plan that owns the securities. 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. 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. 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. 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. 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. 2013-11-05