Filing Details

Accession Number:
0001209191-11-038861
Form Type:
4
Zero Holdings:
No
Publication Time:
2011-07-08 14:52:50
Reporting Period:
2011-07-06
Filing Date:
2011-07-08
Accepted Time:
2011-07-08 14:52:50
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
805326 Emisphere Technologies Inc EMIS Pharmaceutical Preparations (2834) 133306985
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1194368 Md H Mark Rachesky 40 West 57Th Street
24Th Floor
New York NY 10019
Yes No Yes No
1277742 Mhr Fund Management Llc 40 West 57Th Street
24Th Floor
New York NY 10019
No No Yes No
1284082 Mhr Advisors Llc 40 West 57Th Street
24Th Floor
New York NY 10019
No No Yes No
1301390 Mhr Institutional Partners Iia Lp 40 West 57Th Street
24Th Floor
New York NY 10019
No No Yes No
1301391 Mhr Institutional Partners Ii Lp 40 West 57Th Street
24Th Floor
New York NY 10019
No No Yes No
1301392 Mhr Institutional Advisors Ii Llc 40 West 57Th Street
24Th Floor
New York NY 10019
No No Yes No
1354805 Mhr Capital Partners Master Account Lp 40 West 57Th Street
24Th Floor
New York NY 10019
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2011-07-06 1,220,041 $0.00 6,226,054 No 4 P Indirect See footnote
Common Stock Acquisiton 2011-07-06 166,299 $0.00 847,125 No 4 P Indirect See footnote
Common Stock Acquisiton 2011-07-06 828,032 $0.00 3,240,750 No 4 P Indirect See footnote
Common Stock Acquisiton 2011-07-06 2,086,066 $0.00 8,164,436 No 4 P Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See footnote
No 4 P Indirect See footnote
No 4 P Indirect See footnote
No 4 P Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Warrants (right to buy) Acquisiton 2011-07-06 854,029 $0.00 854,029 $1.09
Common Stock Warrants (right to buy) Acquisiton 2011-07-06 116,410 $0.00 116,410 $1.09
Common Stock Warrants (right to buy) Acquisiton 2011-07-06 579,622 $0.00 579,622 $1.09
Common Stock Warrants (right to buy) Acquisiton 2011-07-06 1,460,246 $0.00 1,460,246 $1.09
Common Stock Warrants (right to buy) Acquisiton 2011-07-06 225,543 $0.00 225,543 $1.09
Common Stock Warrants (right to buy) Acquisiton 2011-07-06 30,743 $0.00 30,743 $1.09
Common Stock Warrants (right to buy) Acquisiton 2011-07-06 153,074 $0.00 153,074 $1.09
Common Stock Warrants (right to buy) Acquisiton 2011-07-06 385,640 $0.00 385,640 $1.09
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
854,029 2011-07-06 2016-07-06 No 4 P Indirect
116,410 2011-07-06 2016-07-06 No 4 P Indirect
579,622 2011-07-06 2016-07-06 No 4 P Indirect
1,460,246 2011-07-06 2016-07-06 No 4 P Indirect
1,079,572 2011-07-06 2016-07-06 No 4 P Indirect
147,153 2011-07-06 2016-07-06 No 4 P Indirect
732,696 2011-07-06 2016-07-06 No 4 P Indirect
1,845,886 2011-07-06 2016-07-06 No 4 P Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 5,298 Direct
Footnotes
  1. These are shares of restricted stock.
  2. These securities are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Master Account. MHR Fund Management LLC ("Fund Management") is a Delaware limited liability company that has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Master Account and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Master Account.
  3. These securities are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). Dr. Rachesky is the managing member of Advisors. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Capital Partners (100). Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Capital Partners (100) and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Capital Partners (100).
  4. These securities are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners II. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Institutional Partners II and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Institutional Partners II.
  5. These securities are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). Institutional Advisors II is the general partner of Institutional Partners IIA. Dr. Rachesky is the managing member of Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners IIA. Fund Management has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the securities held for the account of Institutional Partners IIA and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Institutional Partners IIA.
  6. The securities reported as having been acquired herein were purchased by the reporting persons as units for $0.872 per unit. Each unit consists of one share of common stock and one warrant to purchase 0.7 shares of common stock. Each warrant is exercisable into one share of common stock at an exercise price of $1.09.
  7. The securities reported as having been acquired herein were issued pursuant to that certain waiver agreement by and between the Issuer and Fund Management, as further described in that certain Schedule 13D/A filed by the Reporting Persons on July 1, 2011.
  8. Includes the warrants described in Footnote 6 above, which contain the same terms as the warrants issued pursuant to the waiver agreement described in Footnote 7 above.