- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2013-10-31 19:53:52
- Reporting Period:
- Filing Date:
- Accepted Time:
- 2013-10-31 19:53:52
- SEC Url:
- Form 4 Filing
|Cik||Name||Symbol||Sector (SIC)||IRS No|
|1195116||Arno Therapeutics Inc||ARNI||Pharmaceutical Preparations (2834)||522286452|
|Cik||Name||Reported Address||Insider Title||Director||Officer||Large Shareholder||Other|
|1569782||A Alexander Zukiwski||200 Route 31 North |
Flemington NJ 08822
|Vp & Chief Medical Officer||No||Yes||No||No|
Reported Non-Derivative Transactions
|Sec. Name||Acquisiton - Disposition||Date||Amount||Price||Remaning Holdings||Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
Reported Derivative Transactions
|Sec. Name||Sec. Type||Acquisiton - Disposition||Date||Amount||Price||Amount - 2||Price - 2|
|Common Stock||8% Senior Convertible Debentures||Disposition||2013-10-29||62,500||$0.00||62,500||$2.40|
|Common Stock||2012 Series B Warrants (right to buy)||Disposition||2013-10-29||62,500||$0.00||62,500||$2.40|
|Common Stock||2012 Series B Warrants (right to buy)||Acquisiton||2013-10-29||62,500||$0.00||62,500||$2.40|
|Common Stock||2013 Series D Warrants (right to buy)||Acquisiton||2013-10-29||41,666||$0.00||41,666||$4.00|
|Common Stock||2013 Series E Warrants (right to buy)||Acquisiton||2013-10-29||41,666||$0.00||41,666||$2.40|
|Remaning Holdings||Exercise Date||Expiration Date||Equity Swap Involved||Transaction Form Type||Transaction Code||Nature of Ownership|
Reported Derivative Holdings
|Sec. Name||Sec. Type||Price||Date||Expiration Date||Amount||Remaning Holdings||Nature of Ownership|
|Common Stock||Stock Option (right to buy)||$2.40||2021-06-22||109,375||109,375||Direct|
|Common Stock||Stock Option (right to buy)||$2.40||2021-06-22||55,736||55,736||Direct|
|Common Stock||Stock Option (right to buy)||$2.40||2023-01-14||36,562||36,562||Direct|
|Common Stock||Stock Option (right to buy)||$2.40||2023-01-14||12,187||12,187||Direct|
|Common Stock||2012 Series A Warrants (right to buy)||$2.40||2012-11-26||2017-11-26||104,166||104,166||Direct|
|Expiration Date||Amount||Remaning Holdings||Nature of Ownership|
- 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 $159,966 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 $12,000.
- The reported securities are included within 41,666 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.
- 25% vested on 6/22/12 and thereafter in 24 equal monthy installments.
- On 6/22/2011, the Reporting Person was granted an option to purchase up to 875,000 shares of common stock of the Issuer. Up to 1/3 of the shares subject to the option may vest annually (or a pro rata portion thereof for a period of less than a full year) based on the achievement of cerain performance milestones as determined by the Board of Directors (the 'Board') of the Issuer. On 1/17/2012, the Board determined that options for the prorated period ending 12/31/2011 would vest in the maximum potential amount of 154,224 shares. On 1/14/2013, the Board determined that options for the period ending 12/31/2012 would vest in the maximum potential amount of 291,667 shares.
- 1/3 vested on 1/14/13 and thereafter will vest in 24 equal monthy installments, commencing 1/31/13.
- On 1/14/13, the Reporting Person was granted an option to purchase up to 292,500 shares of common stock of the Issuer. 1/3 of the shares subject to the option were immediately vested and up to 1/2 of the remaining shares subject to the option may vest annually, based on the achievement of certain performance milestones as determined by the Board.
- 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.