SEC Form 4 · accession 0000914190-16-000517
Arno Therapeutics, Inc · ARNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arie Belldegrun
Director
Period of report
Jan 12, 2016
Accepted (ET)
Jan 14, 2016 · 5:19 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001195116
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jan 12, 2016 | P | 1,448,062 | $0.35 | A | 1,548,543 | I | Arie S. Belldegrun, M.D. Inc. Profit Sharing Plan |
| Common StockF3 | Jan 12, 2016 | P | 714,285 | $0.35 | A | 858,094 | I | Leumi Overseas Trust Corp. Ltd. as TTEE of the BTL Trust |
| Common Stock | holding | — | — | — | 3,115 | D | ||
| Common StockF4 | holding | — | — | — | 254,887 | I | Leumi Overseas Trust Corp. Ltd. as TTEE of the Tampere Trust | |
| Common StockF5 | holding | — | — | — | 379,294 | I | Belldegrun Family Trust | |
| Common StockF6 | holding | — | — | — | 174,644 | I | MDRB Partnership, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 Series A Warrants (right to buy)F7,F2 | $1.36 | holding | — | — | — | Nov 26, 2012 | Nov 26, 2017 | Common Stock | 245,096 | 245,096 | I |
| 2013 Series D Warrants (right to buy)F7,F3 | $2.14 | holding | — | — | — | Oct 29, 2013 | Oct 29, 2018 | Common Stock | 194,702 | 194,702 | I |
| 2012 Series A Warrants (right to buy)F7,F4 | $1.36 | holding | — | — | — | Nov 26, 2012 | Nov 26, 2017 | Common Stock | 367,646 | 367,646 | I |
| 2013 Series D Warrants (right to buy)F7,F4 | $2.14 | holding | — | — | — | Oct 29, 2013 | Oct 29, 2018 | Common Stock | 194,702 | 194,702 | I |
| 2012 Series A Warrants (right to buy)F7,F5 | $1.36 | holding | — | — | — | Nov 26, 2012 | Nov 26, 2017 | Common Stock | 428,920 | 428,920 | I |
| 2013 Series D Warrants (right to buy)F7,F5 | $2.14 | holding | — | — | — | Oct 29, 2013 | Oct 29, 2018 | Common Stock | 350,467 | 350,467 | I |
| 2012 Series A Warrants (right to buy)F7,F6 | $1.36 | holding | — | — | — | Nov 26, 2012 | Nov 26, 2017 | Common Stock | 183,822 | 183,822 | I |
| 2013 Series D Warrants (right to buy)F7,F6 | $2.14 | holding | — | — | — | Oct 29, 2013 | Oct 29, 2018 | Common Stock | 155,762 | 155,762 | I |
| Stock Option (right to buy)F8 | $19.36 | holding | — | — | — | — | Mar 31, 2018 | Common Stock | 24,922 | 24,922 | D |
| Stock Option (right to buy)F8 | $8.00 | holding | — | — | — | — | Sep 29, 2019 | Common Stock | 1,250 | 1,250 | D |
| Stock Option (right to buy)F8 | $8.00 | holding | — | — | — | — | Sep 9, 2020 | Common Stock | 37,500 | 37,500 | D |
| Stock Option (right to buy)F8 | $8.00 | holding | — | — | — | — | Nov 5, 2020 | Common Stock | 1,250 | 1,250 | D |
| Stock Option (right to buy)F9 | $2.40 | holding | — | — | — | — | Nov 4, 2023 | Common Stock | 3,559,296 | 3,559,296 | D |
| Stock Option (right to buy)F10 | $2.90 | holding | — | — | — | — | Jan 24, 2024 | Common Stock | 68,448 | 68,448 | D |
Explanation of responses
- F1On January 12, 2016, the Arie Belldegrun M.D., Inc. Profit Sharing Plan was issued 1,448,062 shares upon the automatic conversion of $506.821.92 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to the Arie Belldegrun M.D., Inc. Profit Sharing Plan by the Issuer on October 21, 2015.
- F10Vests in equal 12-monthly installments commencing 2/24/14.
- F2The Reporting Person is the trustee of the profit sharing plan that owns the securities.
- F3Although 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.
- F4Although 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.
- F5The 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.
- F6The 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.
- F7As a result of the Issuer's 1/12/16 private placement of common stock at $0.35/share, the exercise price and number of shares subject to the 2012 Series A Warrants and 2013 Series D Warrants were automatically adjusted to the exercise price and shares reflected, pursuant to anti-dilution adjustment provisions.
- F8Currently exercisable.
- F9Vests in equal 36-monthly installments commencing 12/4/13.