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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Arno Therapeutics, Inc [ ARNI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 10/03/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 362,015 | I | By Trust(1) | |||||||
Common Stock | 18,691 | I | By spouse for minor children(2) | |||||||
Common Stock | 10/03/2016 | P | 142,857 | A | (3) | 314,569 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | (4) | 01/24/2024 | Common Stock | 34,224 | 34,224 | D | ||||||||
Stock Option (right to buy) | $0.37 | (6) | 04/07/2026 | Common Stock | 88,628 | 88,628 | D | ||||||||
2016 Series F Warrants (right to buy) | $0.4375 | 10/03/2016 | P | 71,428 | 10/03/2016 | 10/03/2021 | Common Stock | 71,428 | (3) | 71,428 | D |
Explanation of Responses: |
1. Held by the David M. Tanen Revocable Grantor Trust, of which the Reporting Person is a beneficiary. |
2. 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. |
3. The reported securities are included within 142,857 units of the Issuer's securities that the Reporting Person committed to purchase, at a per unit price of $0.35, pursuant to the Securities Purchase Agreement dated 8/15/16, a copy of which was filed as Exhibit 10.1 to the Issuer's Form 8-K filed 8/16/16. |
4. Currently exercisable. |
5. Vests in equal 36-monthly installments commencing 12/4/13. |
6. Vests in equal 12-monthly installments commencing 5/7/16. |
Remarks: |
/s/ David M. Tanen | 10/05/2016 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |