Statement of Changes in Beneficial Ownership (4)
September 08 2016 - 4:04PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
SUSSMAN S DONALD
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2. Issuer Name
and
Ticker or Trading Symbol
Arno Therapeutics, Inc
[
ARNI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Footnote 1
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(Last)
(First)
(Middle)
C/O HEWLETT BAY ASSOCIATES LLC, 800 WESTCHESTER AVENUE, SUITE S-414
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/15/2016
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(Street)
RYE BROOK, NY 10573
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/15/2016
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P
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714285
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A
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(2)
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714285
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D
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Common Stock
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4472905
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I
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By Commercial Street Capital, LLC
(1)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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2016 Series F Warrants (right to buy)
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$.4375
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8/15/2016
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P
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357142
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8/15/2016
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8/15/2021
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Common Stock
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357142
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(2)
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357142
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D
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2012 Series A Warrants
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$1.17
(4)
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10/29/2013
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11/26/2017
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Common Stock
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1780625
(4)
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1780625
(4)
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I
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By Commercial Street Capital, LLC
(3)
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2013 Series D Warrants
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$1.81
(4)
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10/29/2013
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10/29/2018
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Common Stock
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1523207
(4)
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1523207
(4)
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I
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By Commercial Street Capital, LLC
(3)
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Explanation of Responses:
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(
1)
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CSC has a contractual right to designate one member of the Issuer's board of directors and has designated Steven B. Ruchefsky, a director of the Issuer, pursuant to such right. Accordingly, the Reporting Person, as a co-managing director of CSC, may be deemed to be a director by deputization for purposes of Section 16 of the Exchange Act.
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(
2)
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The reported securities are included within 714,285 Issuer units purchased by the Reporting Person for $0.35 per unit. Each unit consists of one share of common stock and a 2016 Series F Warrant to purchase one-half share of common stock.
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(
3)
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Represents securities of the Issuer directly held by Commercial Street Capital LLC ("CSC"). The Reporting Person is a co-managing member of CSC and as such may be deemed to beneficially own the securities held by CSC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
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(
4)
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As a result of the Issuer's 8/15/16 private placement of common stock and Series F Warrants, the exercise prices and shares underlying the 2012 Series A Warrants and 2013 Series D Warrants were automatically adjusted to the exercise price and shares reflected pursuant to anti-dilution adjustment provisions in such warrants.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SUSSMAN S DONALD
C/O HEWLETT BAY ASSOCIATES LLC
800 WESTCHESTER AVENUE, SUITE S-414
RYE BROOK, NY 10573
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X
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See Footnote 1
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Signatures
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/s/ Christopher J. Melsha as Attorney-in-Fact for S. Donald Sussman pursuant to Power of Attorney filed herewith.
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9/8/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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