Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 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 ^* Kariv Tomer	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 _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 200 ROUTE 31 NORTH, SUITE 104	3. Date of Earliest Transaction (MM/DD/YYYY) 10/29/2013
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/29/2013		C		217216 ⁽¹⁾	A	$2.40	419483	I	By Pontifax (Cayman) II L.P. ⁽²⁾
Common Stock	10/29/2013		A		16294 ⁽³⁾	A	$2.40	435777	I	By Pontifax (Cayman) II L.P. ⁽²⁾
Common Stock	10/29/2013		P		203682	A	⁽⁴⁾	639459	I	By Pontifax (Cayman) II L.P. ⁽²⁾
Common Stock	10/29/2013		C		163620 ⁽⁵⁾	A	$2.40	315980	I	By Pontifax (Israel) II L.P. ⁽²⁾
Common Stock	10/29/2013		A		12274 ⁽⁶⁾	A	$2.40	328254	I	By Pontifax (Israel) II L.P. ⁽²⁾
Common Stock	10/29/2013		P		153426	A	⁽⁸⁾	481680	I	By Pontifax (Israel) II L.P. ⁽²⁾
Common Stock	10/29/2013		C		63516 ⁽⁷⁾	A	$2.40	122660	I	By Pontifax (Israel) II - Individual Investors L.P. ⁽²⁾
Common Stock	10/29/2013		A		4764 ⁽⁹⁾	A	$2.40	127424	I	By Pontifax (Israel) II - Individual Investors L.P. ⁽²⁾
Common Stock	10/29/2013		P		59558	A	⁽¹⁴⁾	186982	I	By Pontifax (Israel) II - Individual Investors L.P. ⁽²⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$8.00							⁽¹⁰⁾	11/5/2020	Common Stock	3750		3750	D
2010 Class B Warrants (right to buy)	$3.08 ⁽¹¹⁾							9/9/2010	9/9/2015	Common Stock	76991		76991	I	Pontifax (Cayman) II L.P. ⁽²⁾
8% Senior Convertible Debentures	$2.40	10/29/2013		C			203682	12/18/2012	12/18/2015	Common Stock	203682	$0	0	I	Pontifax (Cayman) II L.P. ⁽²⁾
2012 Series A Warrants (right to buy)	$2.40 ⁽¹²⁾							12/18/2012	12/18/2017	Common Stock	339470 ⁽¹²⁾		339470 ⁽¹²⁾	I	Pontifax (Cayman) II L.P. ⁽²⁾
2012 Series B Warrants (right to buy)	$2.40	10/29/2013		D ⁽¹³⁾			203682	12/18/2012	6/18/2014	Common Stock	203682	$0 ⁽¹³⁾	0	I	Pontifax (Cayman) II L.P. ⁽²⁾
2012 Series B Warrants (right to buy)	$2.40	10/29/2013		A ⁽¹³⁾		203682		10/29/2013	10/31/2014	Common stock	203682	$0 ⁽¹³⁾	203682	I	Pontifax (Cayman) II L.P. ⁽²⁾
2013 Series D Warrants (right to buy)	$2.40	10/29/2013		P		203682		10/29/2013	10/29/2018	Common Stock	203682	$0 ⁽⁴⁾	203682	I	Pontifax (Cayman) II L.P. ⁽²⁾
2013 Series E Warrants (right to buy)	$2.40	10/29/2013		P		203682		10/29/2013	10/31/2014	Common Stock	203682	$0 ⁽⁴⁾	203682	I	Pontifax (Cayman) II L.P. ⁽²⁾
2010 Class B Warrants (right to buy)	$3.08 ⁽¹¹⁾							9/9/2010	9/9/2015	Common Stock	57995		57995	I	Pontifax (Israel) II L.P. ⁽²⁾
8% Senior Convertible Debentures	$2.40	10/29/2013		C			153426	12/18/2012	12/18/2015	Common Stock	153426	$0	0	I	Pontifax (Israel) II L.P. ⁽²⁾
2012 Series A Warrants (right to buy)	$2.40 ⁽¹²⁾							12/18/2012	12/18/2017	Common Stock	255710 ⁽¹²⁾		255710 ⁽¹²⁾	I	Pontifax (Israel) II L.P. ⁽²⁾
2012 Series B Warrants (right to buy)	$2.40	10/29/2013		D ⁽¹³⁾			153426	12/18/2012	6/18/2014	Common Stock	153426	$0 ⁽¹³⁾	0	I	Pontifax (Israel) II L.P. ⁽²⁾
2012 Series B Warrants (right to buy)	$2.40	10/29/2013		A ⁽¹³⁾		153426		10/29/2013	10/31/2014	Common Stock	153426	$0 ⁽¹³⁾	153426	I	Pontifax (Israel) II L.P. ⁽²⁾
2013 Series D Warrants (right to buy)	$2.40	10/29/2013		P		153426		10/29/2013	10/29/2018	Common Stock	153426	$0 ⁽⁸⁾	153426	I	Pontifax (Israel) II L.P. ⁽²⁾
2013 Series E Warrants (right to buy)	$2.40	10/29/2013		P		153426		10/29/2013	10/31/2014	Common Stock	153426	$0 ⁽⁸⁾	153426	I	Pontifax (Israel) II L.P. ⁽²⁾
2010 Class B Warrants (right to buy)	$3.08 ⁽¹¹⁾							9/9/2010	9/9/2015	Common Stock	22513		22513	I	Pontifax (Israel) II - Individual Investors L.P. ⁽²⁾
8% Senior Convertible Debenures	$2.40	10/29/2013		C			59558	12/18/2012	12/18/2015	Common Stock	59558	$0	0	I	Pontifax (Israel) II - Individual Investors L.P. ⁽²⁾
2012 Series A Warrants (right to buy)	$2.40 ⁽¹²⁾							12/18/2012	12/18/2017	Common Stock	99263 ⁽¹²⁾		99263 ⁽¹²⁾	I	Pontifax (Israel) II - Individual Investors L.P. ⁽²⁾
2012 Series B Warrants (right to buy)	$2.40	10/29/2013		D ⁽¹³⁾			59558	12/18/2012	6/18/2014	Common Stock	59558	$0 ⁽¹³⁾	0	I	Pontifax (Israel) II - Individual Investors L.P. ⁽²⁾
2012 Series B Warrants (right to buy)	$2.40	10/29/2013		A ⁽¹³⁾		59558		10/29/2013	10/31/2014	Common Stock	59558	$0 ⁽¹³⁾	59558	I	Pontifax (Israel) II - Individual Investors L.P. ⁽²⁾
2013 Series D Warrants (right to buy)	$2.40	10/29/2013		P		59558		10/29/2013	10/29/2018	Common Stock	59558	$0 ⁽¹⁴⁾	59558	I	Pontifax (Israel) II - Individual Investors L.P. ⁽²⁾
2013 Series E Warrants (right to buy)	$2.40	10/29/2013		P		59558		10/29/2013	10/31/2014	Common Stock	59558	$0 ⁽¹⁴⁾	59558	I	Pontifax (Israel) II - Individual Investors L.P. ⁽²⁾

Explanation of Responses:
( 1)	On October 29, 2013, the Issuer and the holders of Issuer's 2012 8% Senior Convertible Debentures ("Holders"), which included the Reporting Person, entered into a Conversion Agreement ("Conversion Agreement") pursuant to which all Holders agreed to convert all outstanding principal and accrued interest under such debentures at a per share price of $2.40. Shares reflected represent shares issued to Reporting Person upon conversion of $521,318 of principal and accrued interest.
( 2)	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.
( 3)	Pursuant to Conversion Agreement, Issuer also paid to each Holder additional 12 mos. interest for converting the debentures, which amount was satisfied by the issuance of common stock at a price of $2.40 per share. Shares reflected represented issuance in satisfaction of additional interest of $39,107.
( 4)	The reported securities are included within 203,682 Issuer units purchased by the Reporting Person for $2.40 per unit. Each unit consists of one share of common stock, a 2013 Series D Warrant to purchase one share of common stock, and a 2013 Series E Warrant to purchase one share of common stock.
( 5)	On October 29, 2013, the Issuer and the holders of Issuer's 2012 8% Senior Convertible Debentures ("Holders"), which included the Reporting Person, entered into a Conversion Agreement ("Conversion Agreement") pursuant to which all Holders agreed to convert all outstanding principal and accrued interest under such debentures at a per share price of $2.40. Shares reflected represent shares issued to Reporting Person upon conversion of $392,689 of principal and accrued interest.
( 6)	Pursuant to Conversion Agreement, Issuer also paid to each Holder additional 12 mos. interest for converting the debentures, which amount was satisfied by the issuance of common stock at a price of $2.40 per share. Shares reflected represented issuance in satisfaction of additional interest of $29,458.
( 7)	On October 29, 2013, the Issuer and the holders of Issuer's 2012 8% Senior Convertible Debentures ("Holders"), which included the Reporting Person, entered into a Conversion Agreement ("Conversion Agreement") pursuant to which all Holders agreed to convert all outstanding principal and accrued interest under such debentures at a per share price of $2.40. Shares reflected represent shares issued to Reporting Person upon conversion of $152,437 of principal and accrued interest.
( 8)	The reported securities are included within 153,426 Issuer units purchased by the Reporting Person for $2.40 per unit. Each unit consists of one share of common stock, a 2013 Series D Warrant to purchase one share of common stock, and a 2013 Series E Warrant to purchase one share of common stock.
( 9)	Pursuant to Conversion Agreement, Issuer also paid to each Holder additional 12 mos. interest for converting the debentures, which amount was satisfied by the issuance of common stock at a price of $2.40 per share. Shares reflected represented issuance in satisfaction of additional interest of $11,435.
( 10)	Vesting in three equal annual installments commencing 11/5/11.
( 11)	As a result of the Issuer's 10/29/13 private placement of common stock at $2.40/share, the exercise price subject to the 2010 Class B Warrants was automatically adjusted to the exercise price reflected, pursuant to anti-dilution adjustment provisions.
( 12)	As a result of the Issuer's 10/29/13 private placement of common stock at $2.40/share, the exercise price and number of shares subject to the 2012 Series A Warrants were automatically adjusted to the exercise price and shares reflected, pursuant to anti-dilution adjustment provisions.
( 13)	The two reported transactions involved an amendment of an outstanding warrant extending the expiration date from 5/26/14 to 10/31/14, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The "old" warrant was originally granted on 11/26/12.
( 14)	The reported securities are included within 59,558 Issuer units purchased by the Reporting Person for $2.40 per unit. Each unit consists of one share of common stock, a 2013 Series D Warrant to purchase one share of common stock, and a 2013 Series E Warrant to purchase one share of common stock.

Remarks:
ON 10/29/13, THE COMPANY COMPLETED A ONE-FOR-EIGHT REVERSE STOCK SPLIT. ALL COMMON STOCK, WARRANT AND DEBENTURE AMOUNTS AND EXERCISE PRICES IN THE FILING RELATING TO SECURITIES ACQUIRED PRIOR TO 10/29/13 HAVE BEEN ADJUSTED TO REFLECT THE ONE-FOR-EIGHT REVERSE STOCK SPLIT.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kariv Tomer 200 ROUTE 31 NORTH SUITE 104 FLEMINGTON, NJ 08822	X

Signatures
/s/ Christopher J. Melsha as Attorney-in-Fact for Tomer Kariv pursuant to Power of Attorney previously filed.		10/31/2013
^** Signature of Reporting Person		Date

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