David M Tanen Form 4 Arno Therapeutics / DAVID M TANEN ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TANEN DAVID M

(Last) (First) (Middle)

200 ROUTE 31 NORTH

SUITE 104

(Street)

FLEMINGTON NJ 08822

(City) (State) (Zip)

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
X	Officer (give title below)	Other (specify below)
Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	01/12/2016		P		362,015(1)	A	$0.35	362,015	I	By Trust(2)
Common Stock								18,691	I	By spouse for minor children(3)
Common Stock								171,712	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (right to buy)	$8							(4)	09/29/2019	Common Stock	1,250		1,250	D
Stock Option (right to buy)	$8							(4)	11/05/2020	Common Stock	1,250		1,250	D
Stock Option (right to buy)	$2.4							(5)	11/04/2023	Common Stock	68,448		68,448	D
Stock Option (right to buy)	$2.9							(6)	01/24/2024	Common Stock	34,224		34,224	D

Explanation of Responses:

1. On January 12, 2016, the David M. Tanen Revocable Grantor Trust was issued 362,015 shares upon the automatic conversion of $126,705.48 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to the David M. Tanen Revocable Grantor Trust by the Issuer on October 21, 2015.

2. Held by the David M. Tanen Revocable Grantor Trust, of which the Reporting Person is a beneficiary.

3. Held by the Reporting Person's spouse as custodian for the benefit of their minor children under the Uniform Gift to Minors Act. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

4. Currently exercisable.

5. Vests in equal 36-monthly installments commencing 12/4/13.

6. Vests in equal 12-monthly installments commencing 2/24/14.

Remarks:

	/s/ Christopher J. Melsha as Attorney-in-Fact for David M. Tanen pursuant to a Power of Attorney previously filed.	01/14/2016
	** Signature of Reporting Person	Date
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).
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