FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Mattes Glenn R. 		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)
President & CEO
(Last)          (First)          (Middle)

200 ROUTE 31 NORTH, SUITE 104 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/27/2013
(Street)

FLEMINGTON, NJ 08822
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/27/2013     J (1)    3333   A $.30   253333   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $.30                      (2) 4/25/2021   Common Stock   1412624     1412624   D  
 
Stock Option (right to buy)   $.30                      (3) 4/25/2021   Common Stock   529789     529789   D  
 
Stock Option (right to buy)   $.30                      (4) 1/14/2023   Common Stock   309600     309600   D  
 
Stock Option (right to buy)   $.30                      (5) 1/14/2023   Common Stock   68800     68800   D  
 
8% Senior Convertible Debentures   $.30                    11/26/2012   11/26/2015   Common Stock   166667     166667   D  
 
Series A Warrants (right to buy)   $.50                    11/26/2012   11/26/2017   Common Stock   166667     166667   D  
 
Series B Warrants (right to buy)   $.30                    11/26/2012   5/26/2014   Common Stock   166667     166667   D  
 

Explanation of Responses:
( 1)  Shares issued in lieu of cash payment of liquidated damages in the amount of $1,000, pursuant to the terms of a Registration Rights Agreement dated November 26, 2012 among the Issuer and the investors identified therein, as amended on March 25, 2013.
( 2)  25% vested on 4/25/12 and thereafter in 24 equal monthy installments.
( 3)  On 4/25/2011, the Reporting Person was granted an option to purchase up to 941,752 shares of common stock of the Issuer. Up to 1/3 of the shares subject to the option may vest annually (or a pro rata portion thereof for a period of less than a full year) based on the achievement of cerain performance milestones as determined by the Board of Directors (the 'Board') of the Issuer. On 1/17/2012, the Board determined that options for the prorated period ending 12/31/2011 would vest in the maximum potential amount of 215,872 shares. On 1/14/2013, the Board determined that options for the period ending 12/31/2012 would vest in the maximum potential amount of 313,917 shares.
( 4)  1/3 vested on 1/14/13 and thereafter will vest in 24 equal monthy installments, commencing 1/31/13.
( 5)  On 1/14/2013, the Reporting Person was granted an option to purchase up to 206,400 shares of common stock of the Issuer. 1/3 of the shares subject to the option were immediately vested and up to 1/2 of the remaining shares subject to the option may vest annually, based on the achievement of certain performance milestones as determined by the Board.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mattes Glenn R.
200 ROUTE 31 NORTH
SUITE 104
FLEMINGTON, NJ 08822 		X
President & CEO

Signatures
/s/ Glenn R. Mattes 4/9/2013
** 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 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.
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