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4//SEC Filing

Arno Therapeutics, Inc 4

Accession 0000914190-13-000759

CIK 0001195116operating
View on SEC.govCompany Profile

Filed

Oct 30, 8:00 PM ET

Accepted

Oct 31, 7:53 PM ET

Size

28.9 KB

Accession

0000914190-13-000759

Insider Transaction Report

Form 4
Period: 2013-10-29
Arno Therapeutics, IncARNI
Zukiwski Alexander A
VP & Chief Medical Officer
Transactions
  • Conversion

    8% Senior Convertible Debentures

    2013-10-29−62,500→ 0 total
    Exercise: $2.40From: 2012-11-26Exp: 2015-11-26→ Common Stock (62,500 underlying)
  • Purchase

    2013 Series D Warrants (right to buy)

    2013-10-29+41,666→ 41,666 total
    Exercise: $4.00From: 2013-10-29Exp: 2018-10-29→ Common Stock (41,666 underlying)
  • Purchase

    2013 Series E Warrants (right to buy)

    2013-10-29+41,666→ 41,666 total
    Exercise: $2.40From: 2013-10-29Exp: 2014-10-31→ Common Stock (41,666 underlying)
  • Conversion

    Common Stock

    2013-10-29$2.40/sh+66,652$159,965→ 70,360 total
  • Award

    Common Stock

    2013-10-29$2.40/sh+5,000$12,000→ 75,360 total
  • Purchase

    Common Stock

    2013-10-29+41,666→ 117,026 total
  • Disposition to Issuer

    2012 Series B Warrants (right to buy)

    2013-10-29−62,500→ 0 total
    Exercise: $2.40From: 2012-11-26Exp: 2014-05-26→ Common Stock (62,500 underlying)
  • Award

    2012 Series B Warrants (right to buy)

    2013-10-29+62,500→ 62,500 total
    Exercise: $2.40From: 2013-10-29Exp: 2014-10-31→ Common Stock (62,500 underlying)
Holdings

  • Stock Option (right to buy)

    Exercise: $2.40Exp: 2021-06-22→ Common Stock (109,375 underlying)
    109,375

  • Stock Option (right to buy)

    Exercise: $2.40Exp: 2021-06-22→ Common Stock (55,736 underlying)
    55,736

  • Stock Option (right to buy)

    Exercise: $2.40Exp: 2023-01-14→ Common Stock (36,562 underlying)
    36,562

  • Stock Option (right to buy)

    Exercise: $2.40Exp: 2023-01-14→ Common Stock (12,187 underlying)
    12,187

  • 2012 Series A Warrants (right to buy)

    Exercise: $2.40From: 2012-11-26Exp: 2017-11-26→ Common Stock (104,166 underlying)
    104,166
Footnotes (9)
  • [F1]On October 29, 2013, the Issuer and the holders of Issuer's 2012 8% Senior Convertible Debentures ("Holders"), which included the Reporting Person, entered into a Conversion Agreement ("Conversion Agreement") pursuant to which all Holders agreed to convert all outstanding principal and accrued interest under such debentures at a per share price of $2.40. Shares reflected represent shares issued to Reporting Person upon conversion of $159,966 of principal and accrued interest.
  • [F2]Pursuant to Conversion Agreement, Issuer also paid to each Holder additional 12 mos. interest for converting the debentures, which amount was satisfied by the issuance of common stock at a price of $2.40 per share. Shares reflected represented issuance in satisfaction of additional interest of $12,000.
  • [F3]The reported securities are included within 41,666 Issuer units purchased by the Reporting Person for $2.40 per unit. Each unit consists of one share of common stock, a 2013 Series D Warrant to purchase one share of common stock, and a 2013 Series E Warrant to purchase one share of common stock.
  • [F4]25% vested on 6/22/12 and thereafter in 24 equal monthy installments.
  • [F5]On 6/22/2011, the Reporting Person was granted an option to purchase up to 875,000 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 154,224 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 291,667 shares.
  • [F6]1/3 vested on 1/14/13 and thereafter will vest in 24 equal monthy installments, commencing 1/31/13.
  • [F7]On 1/14/13, the Reporting Person was granted an option to purchase up to 292,500 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.
  • [F8]As a result of the Issuer's 10/29/13 private placement of common stock at $2.40/share, the exercise price and number of shares subject to the 2012 Series A Warrants were automatically adjusted to the exercise price and shares reflected, pursuant to anti-dilution adjustment provisions.
  • [F9]The two reported transactions involved an amendment of an outstanding warrant extending the expiration date from 5/26/14 to 10/31/14, resulting in the deemed cancellation of the "old" warrant and the issuance of a replacement warrant. The "old" warrant was originally granted on 11/26/12.

Documents

1 file

Issuer

Arno Therapeutics, Inc

CIK 0001195116

→
Entity typeoperating
IncorporatedDE

Related Parties

1
  • filerCIK 0001195116

Filing Metadata

Form type
4
Filed
Oct 30, 8:00 PM ET
Accepted
Oct 31, 7:53 PM ET
Size
28.9 KB
View on SEC.gov