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Filing Details

Accession Number:: 0000914190-13-000753
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-10-31 19:38:38
Reporting Period:: 2013-10-29

Filing Date:: 2013-10-31
Accepted Time:: 2013-10-31 19:38:38
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1195116	Arno Therapeutics Inc	ARNI	Pharmaceutical Preparations (2834)	522286452

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1569002	B Steven Ruchefsky	200 Route 31 North Suite 104 Flemington NJ 08822		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2013-10-29	555,440	$2.40	867,106	No	4	C	Indirect	By Commercial Street Capital, LLC
Common Stock	Acquisiton	2013-10-29	687,500	$0.00	1,554,606	No	4	P	Indirect	By Commercial Street Capital, LLC
Common Stock	Acquisiton	2013-10-29	41,666	$2.40	1,596,272	No	4	A	Indirect	By Commercial Street Capital, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By Commercial Street Capital, LLC
No	4	P	Indirect	By Commercial Street Capital, LLC
No	4	A	Indirect	By Commercial Street Capital, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	8% Senior Convertible Debentures	Disposition	2013-10-29	520,833	$0.00	520,833	$2.40
Common Stock	2012 Series B Warrants (right to buy)	Disposition	2013-10-29	520,833	$0.00	520,833	$2.40
Common Stock	2012 Series B Warrants (right to buy)	Acquisiton	2013-10-29	520,833	$0.00	520,833	$2.40
Common Stock	2013 Series D Warrants (right to buy)	Acquisiton	2013-10-29	687,500	$0.00	687,500	$4.00
Common Stock	2013 Series E Warrants (right to buy)	Acquisiton	2013-10-29	687,500	$0.00	687,500	$2.40

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2012-11-26	2015-11-26	No	4	C	Indirect
0	2012-11-26	2014-05-26	No	4	D	Indirect
520,833	2013-10-29	2014-10-31	No	4	A	Indirect
687,500	2013-10-29	2018-10-29	No	4	P	Indirect
687,500	2013-10-29	2014-10-31	No	4	P	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Option (right to buy)	$8.00		2020-11-05	3,750	3,750	Direct
Common Stock	Warrants (right to buy)	$8.80	2010-09-09	2015-09-09	3,125	3,125	Direct
Common Stock	2010 Class B Warrants (right to buy)	$3.08	2013-10-29	2015-09-09	115,500	115,500	Indirect
Common Stock	2012 Series A Warrants (right to buy)	$2.40	2013-10-29	2017-11-26	868,055	868,055	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2020-11-05	3,750	3,750	Direct
2015-09-09	3,125	3,125	Direct
2015-09-09	115,500	115,500	Indirect
2017-11-26	868,055	868,055	Indirect

Footnotes

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 $1,333,056 of principal and accrued interest.
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.
The reported securities are included within 687,500 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.
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 $100,000.
Vesting in three equal annual installments commencing 11/5/11.
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.