Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Zukiwski Alexander A
  2. Issuer Name and Ticker or Trading Symbol
Arno Therapeutics, Inc [ARNI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & Chief Medical Officer
(Last)
(First)
(Middle)
200 ROUTE 31 NORTH, SUITE 104
3. Date of Earliest Transaction (Month/Day/Year)
03/27/2013
(Street)

FLEMINGTON, NJ 08822
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/27/2013   J(1)   10,000 A $ 0.3 10,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 0.3               (2) 06/22/2021 Common Stock 875,000   875,000 D  
Stock Option (right to buy) $ 0.3               (3) 06/22/2021 Common Stock 445,891   445,891 D  
Stock Option (right to buy) $ 0.3               (4) 01/14/2023 Common Stock 292,500   292,500 D  
Stock Option (right to buy) $ 0.3               (5) 01/14/2023 Common Stock 97,500   97,500 D  
8% Senior Convertible Debentures $ 0.3             11/26/2012 11/26/2015 Common Stock 500,000   500,000 D  
Series A Warrants (right to buy) $ 0.5             11/26/2012 11/26/2017 Common Stock 500,000   500,000 D  
Series B Warrants (right to buy) $ 0.3             11/26/2012 05/26/2014 Common Stock 500,000   500,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Zukiwski Alexander A
200 ROUTE 31 NORTH
SUITE 104
FLEMINGTON, NJ 08822
      VP & Chief Medical Officer  

Signatures

 /s/ Christopher J. Melsha as Attorney-in-Fact for Alexander A. Zukiwski, M.D. pursuant to Power of Attorney previously filed   04/11/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares issued in lieu of cash payment of liquidated damages in the amount of $3,000, pursuant to the terms of a Registration Rights Agreement dated November 26, 2012 among the Issuer and the investors identified therein, as amended on March 25, 2013.
(2) 25% vested on 6/22/12 and thereafter in 24 equal monthy installments.
(3) 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.
(4) 1/3 vested on 1/14/13 and thereafter will vest in 24 equal monthy installments, commencing 1/31/13.
(5) On 1/14/2013, 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.