Filing Details

Accession Number:
0000914190-13-000759
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-10-31 19:53:52
Reporting Period:
2013-10-29
Filing Date:
2013-10-31
Accepted Time:
2013-10-31 19:53:52
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
1569782 A Alexander Zukiwski 200 Route 31 North
Suite 104
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
Common Stock Acquisiton 2013-10-29 66,652 $2.40 70,360 No 4 C Direct
Common Stock Acquisiton 2013-10-29 5,000 $2.40 75,360 No 4 A Direct
Common Stock Acquisiton 2013-10-29 41,666 $0.00 117,026 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Direct
No 4 A Direct
No 4 P Direct
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
0 2012-11-26 2015-11-26 No 4 C Direct
0 2012-11-26 2014-05-26 No 4 D Direct
62,500 2013-10-29 2014-10-31 No 4 A Direct
41,666 2013-10-29 2018-10-29 No 4 P Direct
41,666 2013-10-29 2014-10-31 No 4 P Direct
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
2021-06-22 109,375 109,375 Direct
2021-06-22 55,736 55,736 Direct
2023-01-14 36,562 36,562 Direct
2023-01-14 12,187 12,187 Direct
2017-11-26 104,166 104,166 Direct
Footnotes
  1. 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.
  2. 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.
  3. 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.
  4. 25% vested on 6/22/12 and thereafter in 24 equal monthy installments.
  5. 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.
  6. 1/3 vested on 1/14/13 and thereafter will vest in 24 equal monthy installments, commencing 1/31/13.
  7. 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.
  8. 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.
  9. 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.