Amended Statement of Beneficial Ownership (3/a)

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 ^*

Kariv Tomer

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 ___ X ___ 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)

1/29/2013

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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	187156 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I	By Pontifax (Cayman) II L.P.
Common Stock	140977 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I	By Pontifax (Israel) II L.P.
Common Stock	54725 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I	By Pontifax (Israel) II - Individual Investors L.P.

*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)

Explanation of Responses:
( 1)	This amendment is being filed to include Pontifax Management II, L.P. ("PM"), Pontifax Management 2 G.P. (2007) Ltd. ("PMGP") and Ran Nussbaum ("Nussbaum") as additional reporting persons to the Form 3 filed by Tomer Kariv ("Kariv") on 1/29/13 and to reflect Kariv as a 10% owner. The reporting persons have re-reported the securities held in Table I solely to gain access to the EDGAR filing system and the Amount of Securities Beneficially Owned has been adjusted to reflect a 1-for-8 combination of the Issuer's common stock completed on 10/29/13.
( 2)	PM is the general partner of each of Pontifax (Cayman) II L.P. ("PC"), Pontifax (Israel) II L.P. ("PI") and Pontifax (Israel) II - Individual Investors L.P. ("PIII" and together with PC and PI, the "Pontifax Funds"). PMGP is the general partner of PM. Each of Kariv and Nussbaum are directors of PMGP. PM and PMGP, through the Pontifax Funds, share a contractual right to designate one member of the Issuer's board of directors and may be deemed to be directors by deputization for purposes of Section 16 of the Exchange Act. The purpose of this amendment is to add PM, PMGP and Nussbaum as reporting persons to the Form 3 originally filed by Kariv on 1/29/13 in order to reflect that the securities shown on such form as held by the Pontifax Funds are beneficially owned by PM, PMGP, Nussbaum and Kariv.
( 3)	This form is also intended to amend the Form 4 statements filed by Kariv on each of 4/10/13, 5/7/13, 6/5/13, 10/31/13, 1/14/16 and 8/17/16, and a Form 5 filed on 2/17/15 (the "Prior Statements") to reflect that the securities shown therein as indirectly held by Kariv through the Pontifax Funds are also beneficially owned by PMII, PMGP and Nussbaum. Each of the reporting persons disclaims beneficial ownership of the securities held by the Pontifax Funds except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission by any reporting person that such person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose.
( 4)	Each of PM, PMGP and Nussbaum disclaims beneficial ownership of the securities directly held by Kariv as reflected in the Prior Statements, except to the extent of his or its pecuniary interest therein, and this Form 3/A shall not be deemed an admission by PM, PMGP or Nussbaum that any is a beneficial owner of any securities held by Kariv for purposes of Section 16 or any other purpose.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kariv Tomer C/O ARNO THERAPEUTICS, INC. 200 ROUTE 31 NORTH, SUITE 104 FLEMINGTON, NJ 08822	X	X
Pontifax Management II, L.P. 14 SHANKAR STREET HERZELIYA, L3 46140	X	X
Pontifax Management 2 G.P. (2007) Ltd. 14 SHANKAR STREET HERZELIYA, L3 46140	X	X
Nussbaum Ran 14 SHANKAR STREET HERZELIYA, L3 46140		X

Signatures
/s/ Christopher J. Melsha as Attorney-in-Fact for Tomer Kariv pursuant to Power of Attorney previously filed.		9/8/2016
^** Signature of Reporting Person		Date
/s/ Christopher J. Melsha as Attorney-in-Fact for Pontifax Management II, L.P. pursuant to Power of Attorney filed herewith.		9/8/2016
^** Signature of Reporting Person		Date
/s/ Christopher J. Melsha as Attorney-in-Fact for Pontifax Management 2 G.P. (2007) Ltd. pursuant to Power of Attorney filed herewith.		9/8/2016
^** Signature of Reporting Person		Date
/s/ Christopher J. Melsha as Attorney-in-Fact for Ran Nassbaum pursuant to Power of Attorney filed herewith.		9/8/2016
^** 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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