Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Belldegrun Arie

2. Date of Event Requiring Statement (MM/DD/YYYY) 1/25/2013

3. Issuer Name and Ticker or Trading Symbol

Arno Therapeutics, Inc [ARNI]

(Last) (First) (Middle)

C/O ARNO THERAPEUTICS, INC., 200 ROUTE 31 NORTH, SUITE 104

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

FLEMINGTON, NJ 08822

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	24922	D
Common Stock	317155	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust ⁽³⁾
Common Stock	127619	I	Belldegrun Family Trust ⁽⁴⁾
Common Stock	127619	I	MDRB Partnership, L.P. ⁽⁵⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	3/31/2018	Common Stock	199377	$2.42	D
Stock Option (right to buy)	⁽¹⁾	9/29/2019	Common Stock	10000	$1.00	D
Stock Option (right to buy)	⁽¹⁾	9/9/2020	Common Stock	300000	$1.00	D
Stock Option (right to buy)	⁽²⁾	11/5/2020	Common Stock	10000	$1.00	D
Class A Warrants (right to buy)	9/9/2010	3/9/2013	Common Stock	20000	$.5268	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust ⁽³⁾
Class B Warrants (right to buy)	9/9/2010	9/9/2015	Common Stock	105000	$.5649	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust ⁽³⁾
8% Senior Convertible Debentures	11/26/2012	11/26/2015	Common Stock	1000000	$.30	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust ⁽⁶⁾
Series A Warrants (right to buy)	11/26/2012	11/26/2017	Common Stock	1000000	$.50	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust ⁽⁶⁾
Series B Warrants	11/26/2012	5/26/2014	Common Stock	1000000	$.30	I	Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust ⁽⁶⁾
Class A Warrants (right to buy)	9/9/2010	3/9/2013	Common Stock	10000	$.5268	I	Belldegrun Family Trust ⁽⁴⁾
Class B Warrants (right to buy)	9/9/2010	9/9/2015	Common Stock	52500	$.5649	I	Belldegrun Family Trust ⁽⁴⁾
8% Senior Convertible Debentures	11/26/2012	11/26/2015	Common Stock	1166667	$.30	I	Belldegrun Family Trust ⁽⁴⁾
Series A Warrants (right to buy)	11/26/2012	11/26/2017	Common Stock	1166667	$.50	I	Belldegrun Family Trust ⁽⁴⁾
Series B Warrants (right to buy)	11/26/2012	5/26/2014	Common Stock	1166667	$.30	I	Belldegrun Family Trust ⁽⁴⁾
Class A Warrants (right to buy)	9/9/2010	3/9/2013	Common Stock	10000	$.5268	I	MDRB Partnership, L.P. ⁽⁵⁾
Class B Warrants (right to buy)	9/9/2010	9/9/2015	Common Stock	52500	$.5649	I	MDRB Partnership, L.P. ⁽⁵⁾
8% Senior Convertible Debentures	11/26/2012	11/26/2015	Common Stock	500000	$.30	I	MDRB Partnership, L.P. ⁽⁵⁾
Series A Warrants (right to buy)	11/26/2012	11/26/2017	Common Stock	500000	$.50	I	MDRB Partnership, L.P. ⁽⁵⁾
Series B Warrants (right to buy)	11/26/2012	5/26/2014	Common Stock	500000	$.30	I	MDRB Partnership, L.P. ⁽⁵⁾
8% Senior Convertible Debentures	11/26/2012	11/26/2015	Common Stock	666667	$.30	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan ⁽⁷⁾
Series A Warrants (right to buy)	11/26/2012	11/26/2017	Common Stock	666667	$.50	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan ⁽⁷⁾
Series B Warrants (right to buy)	11/26/2012	5/26/2014	Common Stock	666667	$.30	I	Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan ⁽⁷⁾

Explanation of Responses:
( 1)	Currently exercisable.
( 2)	Vests in three equal annual installments commencing 11/5/11.
( 3)	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.
( 4)	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.
( 5)	The Reporting Person is the managing partner of the limited partnership that owns the securities. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 6)	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.
( 7)	The Reporting Person is the trustee of the profit sharing plan that owns the securities.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Belldegrun Arie C/O ARNO THERAPEUTICS, INC. 200 ROUTE 31 NORTH, SUITE 104 FLEMINGTON, NJ 08822	X

Signatures
/s/ Arie S. Belldegrun, M.D.		1/25/2013
^** 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 5(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.
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