SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* WEXFORD CAPITAL LP (Last) (First) (Middle) 411 WEST PUTNAM AVENUE SUITE 125 (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/25/2013	3. Issuer Name and Ticker or Trading Symbol Arno Therapeutics, Inc [ ARNI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	418,876	I	By: Kappa Investors LLC(1)(3)(4)
Common Stock	2,828,169	I	By: Wexford Spectrum Investors LLC(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	06/02/2008	06/02/2013	Common Stock	24,732	$2.42	I	By: Kappa Investors LLC(1)(3)(4)
Class A Warrants (right to buy)	09/09/2010	03/09/2013	Common Stock	13,441	$0.5268	I	By: Kappa Investors LLC(1)(3)(4)
Class B Warrants (right to buy)	09/09/2010	09/09/2015	Common Stock	70,564	$0.5649	I	By: Kappa Investors LLC(1)(3)(4)
Class A Warrants (right to buy)	09/09/2010	03/09/2013	Common Stock	85,759	$0.5268	I	By: Wexford Spectrum Investors LLC(2)(3)(4)
Class B Warrants (right to buy)	09/09/2010	09/09/2015	Common Stock	450,236	$0.5649	I	By: Wexford Spectrum Investors LLC(2)(3)(4)

1. Name and Address of Reporting Person* WEXFORD CAPITAL LP (Last) (First) (Middle) 411 WEST PUTNAM AVENUE SUITE 125 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JACOBS JOSEPH (Last) (First) (Middle) C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVENUE, SUITE 125 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Wexford GP LLC (Last) (First) (Middle) C/O WEXFORD CAPITAL LP SUITE 125 (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DAVIDSON CHARLES E (Last) (First) (Middle) C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVE. (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Common Stock and Warrants are held directly by Kappa Investors LLC ("Kappa").

2. The Common Stock and Warrants are held directly by Wexford Spectrum Investors LLC ("WSI", and together with Kappa, the "Funds").

3. This form is jointly filed by Wexford Capital LP ("Wexford"), Charles E. Davidson ("Davidson"), Joseph M. Jacobs ("Jacobs") and Wexford GP LLC ("Wexford GP"). The securities shown as beneficially owned by Davidson, Jacobs, Wexford GP and Wexford, reflect securities owned of record by the Funds. Wexford serves as manager for the Funds and as such may be deemed to share beneficial ownership of the securities beneficially owned by the Funds, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. (*continued under Footnote (4) below).

4. (*continued from Footnote (3) above) Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the securities beneficially owned by the Funds, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any securities beneficially owned by the Funds for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their pecuniary interest.

Remarks:

	Arthur H. Amron, Vice President and Assistant Secretary of Wexford GP LLC, the General Partner of Wexford Capital LP	01/25/2013
	Arthur H. Amron, Vice President and Assistant Secretary of Wexford GP LLC	01/25/2013
	Charles E. Davidson	01/25/2013
	Joseph M. Jacobs	01/25/2013
	** Signature of Reporting Person	Date
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