SEC Form 4 · accession 0000914190-16-000824
Arno Therapeutics, Inc · ARNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
S Donald Sussman
10% Owner · Other
Period of report
Aug 15, 2016
Accepted (ET)
Sep 8, 2016 · 4:02 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 StockF2 | Aug 15, 2016 | P$0 | 714,285 | — | A | 714,285 | D | |
| Common StockF1,F3 | holding | — | — | — | 4,472,905 | I | By Commercial Street Capital, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2016 Series F Warrants (right to buy)F2 | $0.4375 | Aug 15, 2016 | P | 357,142 | A | Aug 15, 2016 | Aug 15, 2021 | Common Stock | 357,142 | 357,142 | D |
| 2012 Series A WarrantsF4,F3 | $1.17 | holding | — | — | — | Oct 29, 2013 | Nov 26, 2017 | Common Stock | 1,780,625 | 1,780,625 | I |
| 2013 Series D WarrantsF4,F3 | $1.81 | holding | — | — | — | Oct 29, 2013 | Oct 29, 2018 | Common Stock | 1,523,207 | 1,523,207 | I |
Explanation of responses
- F1CSC has a contractual right to designate one member of the Issuer's board of directors and has designated Steven B. Ruchefsky, a director of the Issuer, pursuant to such right. Accordingly, the Reporting Person, as a co-managing director of CSC, may be deemed to be a director by deputization for purposes of Section 16 of the Exchange Act.
- F2The reported securities are included within 714,285 Issuer units purchased by the Reporting Person for $0.35 per unit. Each unit consists of one share of common stock and a 2016 Series F Warrant to purchase one-half share of common stock.
- F3Represents securities of the Issuer directly held by Commercial Street Capital LLC ("CSC"). The Reporting Person is a co-managing member of CSC and as such may be deemed to beneficially own the securities held by CSC. The 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.
- F4As a result of the Issuer's 8/15/16 private placement of common stock and Series F Warrants, the exercise prices and shares underlying 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 in such warrants.