SEC Form 4 · accession 0000914190-16-000615

Arno Therapeutics, Inc · ARNI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Tomer Kariv

Director

Period of report

Jan 12, 2016

Accepted (ET)

Apr 11, 2016 · 4:22 pm EDT

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 Stock^F1,F2	Jan 12, 2016	P	707,868	$0.35	A	1,347,327	I	By Pontifax (Cayman) II L.P.
Common Stock^F3,F2	Jan 12, 2016	P	533,208	$0.35	A	1,014,888	I	By Pontifax (Israel) II L.P.
Common Stock^F4,F2	Jan 12, 2016	P	206,986	$0.35	A	393,968	I	By Pontifax (Israel) II - Individual Investors L.P.

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)^F5	$8.00	holding	—	—	—	—	Nov 5, 2020	Common Stock	3,750	3,750	D
Stock Option (right to buy)^F6	$2.40	holding	—	—	—	—	Nov 4, 2023	Common Stock	68,448	68,448	D
Stock Option (right to buy)^F7	$2.90	holding	—	—	—	—	Jan 24, 2024	Common Stock	34,224	34,224	D
2012 Series A Warrants (right to buy)^F8,F2	$1.36	holding	—	—	—	Dec 18, 2012	Dec 18, 2017	Common Stock	599,064	599,064	I
2013 Series D Warrants (right to buy)^F8,F2	$2.14	holding	—	—	—	Oct 29, 2013	Oct 29, 2018	Common Stock	380,714	380,714	I
2012 Series A Warrants (right to buy)^F8,F2	$1.36	holding	—	—	—	Dec 18, 2012	Dec 18, 2017	Common Stock	451,252	451,252	I
2013 Series D Warrants (right to buy)^F8,F2	$2.14	holding	—	—	—	Oct 29, 2013	Oct 29, 2018	Common Stock	286,777	286,777	I
2012 Series A Warrants (right to buy)^F8,F2	$1.36	holding	—	—	—	Dec 18, 2012	Dec 18, 2017	Common Stock	175,170	175,170	I
2013 Series D Warrants (right to buy)^F8,F2	$2.14	holding	—	—	—	Oct 29, 2013	Oct 29, 2018	Common Stock	111,323	111,323	I

Explanation of responses

F1On January 12, 2016, Pontifax (Cayman) II L.P. was issued 707,868 shares upon the automatic conversion of $247,753.81 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to Pontifax (Cayman) II L.P. by the Issuer on October 21, 2015.
F2The 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.
F3On January 12, 2016, Pontifax (Israel) II L.P. was issued 533,208 shares upon the automatic conversion of $186,622.98 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to Pontifax (Israel) II L.P. by the Issuer on October 21, 2015.
F4On January 12, 2016, Pontifax (Israel) II - Individual Investors L.P. was issued 206,986 shares upon the automatic conversion of $72,445.12 of principal and accrued interest under a 6% unsecured convertible promissory note previously issued to Pontifax (Israel) II - Individual Investors L.P. by the Issuer on October 21, 2015.
F5Currently exercisable.
F6Vests in equal 36-monthly installments commencing 12/4/13.
F7Vests in equal 12-monthly installments commencing 2/24/14.
F8As 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.