Annual Statement of Changes in Beneficial Ownership (5)
February 17 2015 - 4:23PM
Edgar (US Regulatory)
FORM 5
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
[ ]
Form 3 Holdings Reported
[
X
]
Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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
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Belldegrun Arie
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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
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ARNO THERAPEUTICS, INC., 200 ROUTE 31 NORTH, SUITE 104
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2014
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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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Amount
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(A) or (D)
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Price
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Common Stock
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3115
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D
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Common Stock
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143809
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I
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Leumi Overseas Trust Corp. Ltd as TTEE of the BTL Trust
(1)
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Common Stock
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254887
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I
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Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
(2)
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Common Stock
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379294
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I
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Belldegrun Family Trust
(3)
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Common Stock
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174644
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I
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MDRB Partnership, L.P.
(4)
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Common Stock
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100481
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I
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Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan
(5)
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Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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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 at End of Issuer's Fiscal Year
(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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(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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2013 Series E Warrants (right to buy)
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$2.40
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10/28/2014
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D4
(6)
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104166
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10/29/2013
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10/31/2014
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Common Stock
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104166
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$0
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0
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I
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Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust
(1)
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2013 Series E Warrants (right to buy)
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$2.40
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10/28/2014
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A4
(6)
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104166
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10/29/2013
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1/31/2015
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Common Stock
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104166
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$0
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104166
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I
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Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust
(1)
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2012 Series B Warrants (right to buy)
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$2.40
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10/28/2014
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D4
(6)
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125000
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10/29/2013
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10/31/2014
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Common Stock
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125000
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$0
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0
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I
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Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
(2)
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2012 Series B Warrants (right to buy)
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$2.40
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10/28/2014
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A4
(6)
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125000
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10/29/2013
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1/31/2015
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Common Stock
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125000
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$0
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125000
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I
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Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
(1)
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2013 Series E Warrants (right to buy)
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$2.40
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10/28/2014
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D4
(6)
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104166
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10/29/2013
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10/31/2014
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Common Stock
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104166
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$0
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0
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I
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Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
(2)
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2013 Series E Warrants (right to buy)
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$2.40
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10/28/2014
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A4
(6)
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104166
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10/29/2013
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1/31/2015
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Common Stock
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104166
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$0
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104166
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I
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Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust
(2)
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2012 Series B Warrants (right to buy)
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$2.40
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10/28/2014
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D4
(6)
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145833
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10/29/2013
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10/31/2014
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Common Stock
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145833
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$0
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0
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I
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Belldegrun Family Trust
(3)
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2012 Series B Warrants (right to buy)
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$2.40
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10/28/2014
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A4
(6)
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145833
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10/29/2013
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1/31/2015
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Common Stock
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145833
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$0
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145833
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I
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Belldegrun Family Trust
(3)
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2013 Series E Warrants (right to buy)
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$2.40
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10/28/2014
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D4
(6)
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187500
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10/29/2013
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10/31/2014
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Common Stock
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187500
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$0
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0
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I
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Belldegrun Family Trust
(3)
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2013 Series E Warrants (right to buy)
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$2.40
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10/28/2014
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A4
(6)
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187500
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10/29/2013
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1/31/2015
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Common Stock
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187500
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$0
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187500
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I
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Belldegrun Family Trust
(3)
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2012 Series B Warrants (right to buy)
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$2.40
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10/28/2014
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D4
(6)
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62500
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10/29/2013
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10/31/2014
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Common Stock
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62500
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$0
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0
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I
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MDRB Partnership, L.P.
(4)
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2012 Series B Warrants (right to buy)
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$2.40
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10/28/2014
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A4
(6)
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62500
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10/29/2013
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1/31/2015
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Common Stock
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62500
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$0
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62500
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I
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MDRB Partnership, L.P.
(4)
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2013 Series E Warrants (right to buy)
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$2.40
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10/28/2014
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D4
(6)
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83333
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10/29/2013
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10/31/2014
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Common Stock
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83333
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$0
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0
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I
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MDRB Partnership, L.P.
(4)
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2013 Series E Warrants (right to buy)
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$2.40
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10/28/2014
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A4
(6)
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83333
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10/29/2013
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1/31/2015
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Common Stock
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83333
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$0
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83333
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I
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MDRB Partnership, L.P.
(4)
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2012 Series B Warrants (right to buy)
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$2.40
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10/28/2014
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D4
(6)
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83333
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10/29/2013
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10/31/2014
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Common Stock
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83333
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$0
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0
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I
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Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan
(5)
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2012 Series B Warrants (right to buy)
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$2.40
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10/28/2014
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A4
(6)
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83333
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10/29/2013
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1/31/2015
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Common Stock
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83333
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$0
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83333
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I
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Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan
(5)
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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(
5)
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The Reporting Person is the trustee of the profit sharing plan that owns the securities.
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(
6)
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The two reported transactions resulted from the Issuer's unilateral extension of the expiration date of two outstanding warrants from 10/31/14 to 1/31/15. Such extension resulted in the deemed cancellation of the "originally" issued old warrant and the issuance of a replacement warrant. The Series B warrant was originally granted on 11/26/12 and the Series E warrant was originally granted on 10/29/13.
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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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Belldegrun Arie
C/O ARNO THERAPEUTICS, INC.
200 ROUTE 31 NORTH, SUITE 104
FLEMINGTON, NJ 08822
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X
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Signatures
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/s/ Christopher J. Melsha as Attorney-in-Fact for Arie S. Belldegrun pursuant to a Power of Attorney previously filed.
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2/17/2015
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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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