Filing Details

Accession Number:
0000914190-13-000786
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-11-05 10:08:21
Reporting Period:
2013-10-29
Filing Date:
2013-11-05
Accepted Time:
2013-11-05 10:08:21
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
1296549 Arie Belldegrun C/O Arno Therapeutics, Inc.
200 Route 31 North, Suite 104
Flemington NJ 08822
Yes No 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 2013-10-29 104,166 $0.00 143,809 No 4 P Indirect Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust
Common Stock Acquisiton 2013-10-29 133,305 $2.40 140,721 No 4 C Indirect Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
Common Stock Acquisiton 2013-10-29 10,000 $2.40 150,721 No 4 A Indirect Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
Common Stock Acquisiton 2013-10-29 104,166 $0.00 254,887 No 4 P Indirect Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
Common Stock Acquisiton 2013-10-29 155,523 $2.40 180,128 No 4 C Indirect Belldegrun Family Trust
Common Stock Acquisiton 2013-10-29 11,666 $2.40 191,794 No 4 A Indirect Belldegrun Family Trust
Common Stock Acquisiton 2013-10-29 187,500 $0.00 379,294 No 4 P Indirect Belldegrun Family Trust
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust
No 4 C Indirect Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
No 4 A Indirect Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
No 4 P Indirect Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
No 4 C Indirect Belldegrun Family Trust
No 4 A Indirect Belldegrun Family Trust
No 4 P Indirect Belldegrun Family Trust
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock 2013 Series D Warrants (right to buy) Acquisiton 2013-10-29 104,166 $0.00 104,166 $4.00
Common Stock 2013 Series E Warrant (right to buy) Acquisiton 2013-10-29 104,166 $0.00 104,166 $2.40
Common Stock 8% Senior Convertible Debentures Disposition 2013-10-29 125,000 $0.00 125,000 $2.40
Common Stock 2012 Series B Warrants (right to buy) Disposition 2013-10-29 125,000 $0.00 125,000 $2.40
Common Stock 2012 Series B Warrants (right to buy) Acquisiton 2013-10-29 125,000 $0.00 125,000 $2.40
Common Stock 2013 Series D Warrants (right to buy) Acquisiton 2013-10-29 104,166 $0.00 104,166 $4.00
Common Stock 2013 Series E Warrant (right to buy) Acquisiton 2013-10-29 104,166 $0.00 104,166 $2.40
Common Stock 8% Senior Convertible Debentures Disposition 2013-10-29 145,833 $0.00 145,833 $2.40
Common Stock 2012 Series B Warrants (right to buy) Disposition 2013-10-29 145,833 $0.00 145,833 $2.40
Common Stock 2012 Series B Warrants (right to buy) Acquisiton 2013-10-29 145,833 $0.00 145,833 $2.40
Common Stock 2013 Series D Warrants (right to buy) Acquisiton 2013-10-29 187,500 $0.00 187,500 $4.00
Common Stock 2013 Series E Warrant (right to buy) Acquisiton 2013-10-29 187,500 $0.00 187,500 $2.40
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
104,166 2013-10-29 2018-10-29 No 4 P Indirect
104,166 2013-10-29 2014-10-31 No 4 P Indirect
0 2012-11-26 2015-11-26 No 4 C Indirect
0 2012-11-26 2014-05-26 No 4 D Indirect
125,000 2013-10-29 2014-10-31 No 4 A Indirect
104,166 2013-10-29 2018-10-29 No 4 P Indirect
104,166 2013-10-29 2014-10-31 No 4 P Indirect
0 2012-11-26 2015-11-26 No 4 C Indirect
0 2012-11-26 2014-05-26 No 4 D Indirect
145,833 2013-10-29 2014-10-31 No 4 A Indirect
187,500 2013-10-29 2018-10-29 No 4 P Indirect
187,500 2013-10-29 2014-10-31 No 4 P Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 3,115 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) $19.36 2018-03-31 24,922 24,922 Direct
Common Stock Stock Option (right to buy) $8.00 2019-09-29 1,250 1,250 Direct
Common Stock Stock Option (right to buy) $8.00 2020-09-09 37,500 37,500 Direct
Common Stock Stock Option (right to buy) $8.00 2020-11-05 1,250 1,250 Direct
Common Stock 2010 Class B Warrants (right to buy) $3.08 2010-09-09 2015-09-09 105,000 105,000 Indirect
Common Stock 2012 Series A Warrants (right to buy) $2.40 2012-11-26 2017-11-26 208,333 208,333 Indirect
Common Stock 2010 Class B Warrants (right to buy) $3.08 2010-09-09 2015-09-09 6,562 6,562 Indirect
Common Stock 2012 Series A Warrants (right to buy) $2.40 2012-11-26 2017-11-26 243,055 243,055 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
2018-03-31 24,922 24,922 Direct
2019-09-29 1,250 1,250 Direct
2020-09-09 37,500 37,500 Direct
2020-11-05 1,250 1,250 Direct
2015-09-09 105,000 105,000 Indirect
2017-11-26 208,333 208,333 Indirect
2015-09-09 6,562 6,562 Indirect
2017-11-26 243,055 243,055 Indirect
Footnotes
  1. The reported securities are included within 104,165 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.
  2. Although the Reporting Person is not a trustee of the BTL Trust, the Reporting Person is a beneficiary of the BTL Trust, and as such may be deemed to be the beneficial owner of the securities owned by the BTL Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
  3. 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 $319,933 of principal and accrued interest.
  4. Although the Reporting Person is not a trustee of the Tampere Trust, the Reporting Person is a beneficiary of the Tampere Trust, and as such may be deemed to be the beneficial owner of the securities owned by the Tampere Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
  5. 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 $24,000.
  6. 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 $373,256 of principal and accrued interest.
  7. The Reporting Person is the trustee of the family trust that owns the securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
  8. 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 $28,000.
  9. The reported securities are included within 187,500 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.
  10. 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.
  11. 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.
  12. 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.
  13. Currently exercisable.
  14. Vests in three equal annual installments commencing 11/5/11.