Statement of Changes in Beneficial Ownership (4)
October 05 2016 - 5:37PM
Edgar (US Regulatory)
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
*
TANEN DAVID M
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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)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Secretary
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(Last)
(First)
(Middle)
200 ROUTE 31 NORTH, SUITE 104
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/3/2016
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(Street)
FLEMINGTON, NJ 08822
(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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362015
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I
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By Trust
(1)
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Common Stock
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18691
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I
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By spouse for minor children
(2)
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Common Stock
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10/3/2016
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P
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142857
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A
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(3)
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314569
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D
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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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Stock Option (right to buy)
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$8.00
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(4)
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9/29/2019
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Common Stock
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1250
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1250
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D
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Stock Option (right to buy)
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$8.00
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(4)
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11/5/2020
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Common Stock
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1250
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1250
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D
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Stock Option (right to buy)
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$2.40
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(5)
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11/4/2023
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Common Stock
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68448
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68448
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D
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Stock Option (right to buy)
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$2.90
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(4)
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1/24/2024
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Common Stock
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34224
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34224
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D
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Stock Option (right to buy)
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$.37
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(6)
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4/7/2026
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Common Stock
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88628
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88628
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D
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2016 Series F Warrants (right to buy)
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$.4375
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10/3/2016
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P
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71428
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10/3/2016
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10/3/2021
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Common Stock
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71428
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(3)
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71428
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D
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Explanation of Responses:
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(
1)
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Held by the David M. Tanen Revocable Grantor Trust, of which the Reporting Person is a beneficiary.
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(
2)
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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.
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(
3)
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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.
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(
4)
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Currently exercisable.
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(
5)
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Vests in equal 36-monthly installments commencing 12/4/13.
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(
6)
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Vests in equal 12-monthly installments commencing 5/7/16.
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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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TANEN DAVID M
200 ROUTE 31 NORTH
SUITE 104
FLEMINGTON, NJ 08822
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X
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Secretary
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Signatures
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/s/ David M. Tanen
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10/5/2016
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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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