Sec Form 4 Filing - Kariv Tomer @ Arno Therapeutics, Inc - 2016-08-15

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
08/15/2016
(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 08/15/2016 P 349,168 A 1,696,495 I By Pontifax (Cayman) II L.P. ( 2 )
Common Stock 08/15/2016 P 263,017 A 1,277,905 I By Pontifax (Israel) II L.P. ( 2 )
Common Stock 08/15/2016 P 102,100 A 496,068 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
2016 Series F Warrants (right to buy) $ 0.4375 08/15/2016 P 174,584 08/16/2016 08/16/2021 Common Stock 174,584 ( 1 ) 174,584 I Pontifax (Cayman) II L.P. ( 2 )
2016 Series F Warrants (right to buy) $ 0.4375 08/15/2016 P 131,508 08/15/2016 08/15/2021 Common Stock 131,508 ( 3 ) 131,508 I Pontifax (Israel) II L.P. ( 2 )
2016 Series F Warrants (right to buy) $ 0.4375 08/15/2016 P 51,050 08/15/2016 08/16/2021 Common Stock 51,050 ( 4 ) 51,050 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. 08/17/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are included within 349,168 Issuer units committed to purchase by the Reporting Person for $0.35 per unit. Each unit consists of one share of common stock and a 2016 Series F Warrant to purchase one-half share of common stock.
( 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 )The reported securities are included within 263,017 Issuer units committed to purchase by the Reporting Person for $0.35 per unit. Each unit consists of one share of common stock and a 2016 Series F Warrant to purchase one-half share of common stock.
( 4 )The reported securities are included within 102,100 Issuer units committed to purchase by the Reporting Person for $0.35 per unit. Each unit consists of one share of common stock and a 2016 Series F Warrant to purchase one-half share of common stock.

Remarks:
.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.