SEC Form 4 · accession 0000914190-16-000519
Arno Therapeutics, Inc · ARNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alexander A Zukiwski
Officer — VP & Chief Medical Officer · Director
Period of report
Jan 12, 2016
Accepted (ET)
Jan 14, 2016 · 5:20 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 | Jan 12, 2016 | P | 144,806 | $0.35 | A | 261,832 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $2.40 | holding | — | — | — | — | Jun 22, 2021 | Common Stock | 109,375 | 109,375 | D |
| Stock Option (right to buy)F3 | $2.40 | holding | — | — | — | — | Jun 22, 2021 | Common Stock | 55,736 | 55,736 | D |
| Stock Option (right to buy)F2 | $2.40 | holding | — | — | — | — | Jan 14, 2023 | Common Stock | 36,562 | 36,562 | D |
| Stock Option (right to buy)F5 | $2.40 | holding | — | — | — | — | Jan 14, 2023 | Common Stock | 12,187 | 12,187 | D |
| Stock Option (right to buy)F4 | $2.40 | holding | — | — | — | — | Nov 4, 2023 | Common Stock | 316,389 | 316,389 | D |
| Stock Option (right to buy)F6 | $2.90 | holding | — | — | — | — | Jan 24, 2024 | Common Stock | 711,301 | 711,301 | D |
| 2012 Series A Warrants (right to buy)F7 | $1.36 | holding | — | — | — | Nov 26, 2012 | Nov 26, 2017 | Common Stock | 183,822 | 183,822 | D |
| 2013 Series D Warrants (right to buy)F7 | $2.14 | holding | — | — | — | Oct 29, 2013 | Oct 29, 2018 | Common Stock | 77,880 | 77,880 | D |
Explanation of responses
- F1On January 12, 2016, the Reporting Person was issued 144,806 shares upon the automatic conversion of $50,682.19 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to the Reporting Person by the Issuer on October 21, 2015.
- F2Currently exercisable.
- F3On 6/22/2011, the Reporting Person was granted an option to purchase up to 109,375 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 19,278 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 36,458 shares.
- F4Vests in equal 36-monthly installments commencing 12/4/13.
- F5On 1/14/13, the Reporting Person was granted an option to purchase up to 36,562 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.
- F6Vests 25% on first anniversary date and thereafter will vest in 24 equal monthly installments.
- 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.