Sec Form 4 Filing - Kariv Tomer @ Arno Therapeutics, Inc - 2016-01-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Kariv Tomer
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)
(Last) (First) (Middle)
200 ROUTE 31 NORTH, SUITE 104
3. Date of Earliest Transaction (MM/DD/YY)
01/12/2016
(Street)
FLEMINGTON, NJ08822
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/12/2016 P 707,868 ( 1 ) A $ 0.35 1,347,327 I By Pontifax (Cayman) II L.P. ( 2 )
Common Stock 01/12/2016 P 533,208 ( 3 ) A $ 0.35 1,014,888 I By Pontifax (Israel) II L.P. ( 2 )
Common Stock 01/12/2016 P 206,986 ( 4 ) A $ 0.35 393,968 I By Pontifax (Israel) II - Individual Investors L.P. ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 8 ( 5 ) 11/05/2020 Common Stock 3,750 3,750 D
Stock Option (right to buy) $ 2.4 ( 6 ) 11/04/2023 Common Stock 68,448 68,448 D
Stock Option (right to buy) $ 2.9 ( 7 ) 01/24/2024 Common Stock 34,224 34,224 D
2012 Series A Warrants (right to buy) $ 1.36 ( 8 ) 12/18/2012 12/18/2017 Common Stock 599,064 ( 8 ) 599,064 ( 8 ) I Pontifax (Cayman) II L.P. ( 2 )
2013 Series D Warrants (right to buy) $ 2.14 ( 8 ) 10/29/2013 10/29/2018 Common Stock 380,714 ( 8 ) 380,714 ( 8 ) I Pontifax (Cayman) II L.P. ( 2 )
2012 Series A Warrants (right to buy) $ 1.36 ( 8 ) 12/18/2012 12/18/2017 Common Stock 451,252 ( 8 ) 451,252 ( 8 ) I Pontifax (Israel) II L.P. ( 2 )
2013 Series D Warrants (right to buy) $ 2.14 ( 8 ) 10/29/2013 10/29/2018 Common Stock 286,777 ( 8 ) 286,777 ( 8 ) I Pontifax (Israel) II L.P. ( 2 )
2012 Series A Warrants (right to buy) $ 1.36 ( 8 ) 12/18/2012 12/18/2017 Common Stock 175,170 ( 8 ) 175,170 ( 8 ) I Pontifax (Israel) II - Individual Investors L.P. ( 2 )
2013 Series D Warrants (right to buy) $ 2.14 ( 8 ) 10/29/2013 10/29/2018 Common Stock 111,323 ( 8 ) 111,323 ( 8 ) I Pontifax (Israel) II - Individual Investors L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kariv Tomer
200 ROUTE 31 NORTH
SUITE 104
FLEMINGTON, NJ08822
X
Signatures
/s/ Christopher J. Melsha as Attorney-in-Fact for Tomer Kariv pursuant to Power of Attorney previously filed. 01/14/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 12, 2016, Pontifax (Cayman) II L.P. was issued 707,868 shares upon the automatic conversion of $247,753.81 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to Pontifax (Cayman) II L.P. by the Issuer on October 21, 2015.
( 2 )The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 3 )On January 12, 2016, Pontifax (Israel) II L.P. was issued 533,208 shares upon the automatic conversion of $186,622.98 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to Pontifax (Israel) II L.P. by the Issuer on October 21, 2015.
( 4 )On January 12, 2016, Pontifax (Israel) II - Individual Investors L.P. was issued 206,986 shares upon the automatic conversion of $72,445.12 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to Pontifax (Israel) II - Individual Investors L.P. by the Issuer on October 21, 2015.
( 5 )Currently exercisable.
( 6 )Vests in equal 36-monthly installments commencing 12/4/13.
( 7 )Vests in equal 12-monthly installments commencing 2/24/14.
( 8 )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.

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