SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RACHESKY MARK H MD

(Last)

(First)

(Middle)

40 WEST 57TH STREET

24TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EMISPHERE TECHNOLOGIES INC [ EMIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2014

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Notes⁽⁹⁾	$1.25	08/20/2014		J⁽⁹⁾			$7,859,515	05/07/2013	09/26/2017	Common Stock	6,287,612	⁽⁹⁾	$0.00	I	See Footnotes⁽¹⁾⁽²⁾
Convertible Notes⁽⁹⁾	$1.25	08/20/2014		J⁽⁹⁾		$7,859,515		08/20/2014	03/31/2022	Common Stock	6,287,612	⁽⁹⁾	$7,859,515	I	See Footnotes⁽¹⁾⁽²⁾
Convertible Notes⁽⁹⁾	$1.25	08/20/2014		J⁽⁹⁾			$1,074,804	05/07/2013	09/26/2017	Common Stock	859,843	⁽⁹⁾	$0.00	I	See Footnotes⁽³⁾⁽⁴⁾
Convertible Notes⁽⁹⁾	$1.25	08/20/2014		J⁽⁹⁾		$1,074,804		08/20/2014	03/31/2022	Common Stock	859,843	⁽⁹⁾	$1,074,804	I	See Footnotes⁽³⁾⁽⁴⁾
Convertible Notes⁽⁹⁾	$1.25	08/20/2014		J⁽⁹⁾			$8,551,794	05/07/2013	09/26/2017	Common Stock	6,841,435	⁽⁹⁾	$0.00	I	See Footnotes⁽⁵⁾⁽⁶⁾
Convertible Notes⁽⁹⁾	$1.25	08/20/2014		J⁽⁹⁾		$8,551,794		08/20/2014	03/31/2022	Common Stock	6,841,435	⁽⁹⁾	$8,551,794	I	See Footnotes⁽⁵⁾⁽⁶⁾
Convertible Notes⁽⁹⁾	$1.25	08/20/2014		J⁽⁹⁾			$21,544,579	05/07/2013	09/26/2017	Common Stock	17,235,663	⁽⁹⁾	$0.00	I	See Footnotes⁽⁷⁾⁽⁸⁾
Convertible Notes⁽⁹⁾	$1.25	08/20/2014		J⁽⁹⁾		$21,544,579		08/20/2014	03/31/2022	Common Stock	17,235,663	⁽⁹⁾	$21,544,579	I	See Footnotes⁽⁷⁾⁽⁸⁾
Bridge Notes⁽¹⁰⁾	$0.5	08/20/2014		J⁽¹⁰⁾			$462,675	05/07/2013	09/26/2017	Common Stock	925,350	⁽¹⁰⁾	$0.00	I	See Footnotes⁽¹⁾⁽²⁾
Bridge Notes⁽¹⁰⁾	$0.5	08/20/2014		J⁽¹⁰⁾		$462,675		08/20/2014	03/31/2022	Common Stock	925,350	⁽¹⁰⁾	$462,675	I	See Footnotes⁽¹⁾⁽²⁾
Bridge Notes⁽¹⁰⁾	$0.5	08/20/2014		J⁽¹⁰⁾			$61,547	05/07/2013	09/26/2017	Common Stock	123,094	⁽¹⁰⁾	$0.00	I	See Footnotes⁽³⁾⁽⁴⁾
Bridge Notes⁽¹⁰⁾	$0.5	08/20/2014		J⁽¹⁰⁾		$61,547		08/20/2014	03/31/2022	Common Stock	123,094	⁽¹⁰⁾	$61,547	I	See Footnotes⁽³⁾⁽⁴⁾
Bridge Notes⁽¹⁰⁾	$0.5	08/20/2014		J⁽¹⁰⁾			$353,567	05/07/2013	09/26/2017	Common Stock	707,134	⁽¹⁰⁾	$0.00	I	See Footnotes⁽⁵⁾⁽⁶⁾
Bridge Notes⁽¹⁰⁾	$0.5	08/20/2014		J⁽¹⁰⁾		$353,567		08/20/2014	03/31/2022	Common Stock	707,134	⁽¹⁰⁾	$353,567	I	See Footnotes⁽⁵⁾⁽⁶⁾
Bridge Notes⁽¹⁰⁾	$0.5	08/20/2014		J⁽¹⁰⁾			$890,740	05/07/2013	09/26/2017	Common Stock	1,781,480	⁽¹⁰⁾	$0.00	I	See Footnotes⁽⁷⁾⁽⁸⁾
Bridge Notes⁽¹⁰⁾	$0.5	08/20/2014		J⁽¹⁰⁾		$890,740		08/20/2014	03/31/2022	Common Stock	1,781,480	⁽¹⁰⁾	$890,740	I	See Footnotes⁽⁷⁾⁽⁸⁾
Reimbursement Notes⁽¹¹⁾	$0.5	08/20/2014		J⁽¹¹⁾			$132,285	05/07/2013	04/26/2014	Common Stock	264,570	⁽¹¹⁾	$0.00	I	See Footnotes⁽¹⁾⁽²⁾
Reimbursement Notes⁽¹¹⁾	$0.5	08/20/2014		J⁽¹¹⁾		$132,285		08/20/2014	⁽¹²⁾	Common Stock	264,570	⁽¹¹⁾	$132,285	I	See Footnotes⁽¹⁾⁽²⁾
Reimbursement Notes⁽¹¹⁾	$0.5	08/20/2014		J⁽¹¹⁾			$18,428	05/07/2013	04/26/2014	Common Stock	36,856	⁽¹¹⁾	$0.00	I	See Footnotes⁽³⁾⁽⁴⁾
Reimbursement Notes⁽¹¹⁾	$0.5	08/20/2014		J⁽¹¹⁾		$18,428		08/20/2014	⁽¹²⁾	Common Stock	36,856	⁽¹¹⁾	$18,428	I	See Footnotes⁽³⁾⁽⁴⁾
Reimbursement Notes⁽¹¹⁾	$0.5	08/20/2014		J⁽¹¹⁾			$144,132	05/07/2013	04/26/2014	Common Stock	288,264	⁽¹¹⁾	$0.00	I	See Footnotes⁽⁵⁾⁽⁶⁾
Reimbursement Notes⁽¹¹⁾	$0.5	08/20/2014		J⁽¹¹⁾		$144,132		08/20/2014	⁽¹²⁾	Common Stock	288,264	⁽¹¹⁾	$144,132	I	See Footnotes⁽⁵⁾⁽⁶⁾
Reimbursement Notes⁽¹¹⁾	$0.5	08/20/2014		J⁽¹¹⁾			$363,290	05/07/2013	04/26/2014	Common Stock	726,580	⁽¹¹⁾	$0.00	I	See Footnotes⁽⁷⁾⁽⁸⁾
Reimbursement Notes⁽¹¹⁾	$0.5	08/20/2014		J⁽¹¹⁾		$363,290		08/20/2014	⁽¹²⁾	Common Stock	726,580	⁽¹¹⁾	$363,290	I	See Footnotes⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

RACHESKY MARK H MD

(Last)

(First)

(Middle)

40 WEST 57TH STREET

24TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MHR Capital Partners Master Account LP

(Last)

(First)

(Middle)

40 WEST 57TH STREET

24TH FLOOR

(Street)

NEW YORK

10019

(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^*

MHR ADVISORS LLC

(Last)

(First)

(Middle)

40 WEST 57TH STREET

24TH FLOOR

(Street)

NEW YORK

10019

(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^*

MHR Institutional Partners II LP

(Last)

(First)

(Middle)

40 WEST 57TH STREET

24TH FLOOR

(Street)

NEW YORK

10019

(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^*

MHR Institutional Partners IIA LP

(Last)

(First)

(Middle)

40 WEST 57TH STREET

24TH FLOOR

(Street)

NEW YORK

10019

(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^*

MHR Institutional Advisors II LLC

(Last)

(First)

(Middle)

40 WEST 57TH STREET

24TH FLOOR

(Street)

NEW YORK

10019

(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^*

MHRC LLC

(Last)

(First)

(Middle)

40 WEST 57TH STREET

24TH FLOOR

(Street)

NEW YORK

10019

(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^*

MHRC II LLC

(Last)

(First)

(Middle)

40 WEST 57TH STREET

24TH FLOOR

(Street)

NEW YORK

10019

(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^*

MHR FUND MANAGEMENT LLC

(Last)

(First)

(Middle)

40 WEST 57TH STREET

24TH FLOOR

(Street)

NEW YORK

10019

(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^*

MHR Holdings LLC

(Last)

(First)

(Middle)

40 WEST 57TH STREET

24TH FLOOR

(Street)

NEW YORK

10019

(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. These securities are, or were, as applicable, 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. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors and in such capacity may be deemed to be the beneficial owner of the securities held for the account of Master Account. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Master Account. (Continued to Footnote 2)

2. (Continued from Footnote 1) MHR Fund Management LLC, a Delaware limited liability company ("Fund Management"), 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 shares 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. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Master Account.

3. These securities are, or were, as applicable, 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). MHRC is the managing member of Advisors and in such capacity may be deemed to be the beneficial owner of the securities held for the account of Capital Partners (100). Dr. Rachesky is the managing member of MHRC. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the securities held for the account of Capital Partners (100). (Continued to Footnote 4)

4. (Continued from Footnote 3) 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). MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Capital Partners (100).

5. These securities are, or were, as applicable, 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. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II and in such capacity may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners II. Dr. Rachesky is the managing member of MHRC 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. (Continued to Footnote 6)

6. (Continued from Footnote 5) 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. MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management.

7. These securities are, or were, as applicable, 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. MHRC II is the managing member of Institutional Advisors II and in such capacity may be deemed to be the beneficial owner of the securities held for the account of Institutional Partners IIA. Dr. Rachesky is the managing member of MHRC 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. (Continued to Footnote 8)

8. (Continued from Footnote 7) 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. MHR Holdings is the managing member of Fund Management and, in such capacity, may be deemed to beneficially own any shares that are deemed to be beneficially owned by Fund Management. Accordingly, MHR Holdings may be deemed to beneficially own the shares held for the account of Institutional Partners IIA.

9. The reported transactions involved an amendment and restatement of outstanding Senior Secured Convertible Notes of the Issuer (the "Amended and Restated Convertible Notes"), as further described in that certain Schedule 13D/A filed by the Reporting Persons on August 22, 2014. Interest on the Amended and Restated Convertible Notes is payable in kind, semiannually, in additional Amended and Restated Convertible Notes.

10. The reported transactions involved an amendment and restatement of outstanding Senior Secured Bridge Promissory Notes of the Issuer (the "Amended and Restated Convertible Bridge Notes"), as further described in that certain Schedule 13D/A filed by the Reporting Persons on August 22, 2014. Interest on the Amended and Restated Convertible Bridge Notes is payable in kind, semiannually, in additional Amended and Restated Convertible Bridge Notes.

11. The reported transactions involved an amendment and restatement of outstanding Reimbursement Promissory Notes of the Issuer (the "Amended and Restated Convertible Reimbursement Notes"), as further described in that certain Schedule 13D/A filed by the Reporting Persons on August 22, 2014. Interest on the Amended and Restated Convertible Reimbursement Notes is payable in kind, semiannually, in additional Amended and Restated Convertible Reimbursement Notes.

12. The Amended and Restated Convertible Reimbursement Notes mature on the earlier of (a) March 31, 2022 and (b) immediately prior to the time that any amounts outstanding are paid under that certain senior secured loan facility, dated August 20, 2014, by and among the Issuer, Master Account, Capital Partners (100), Institutional Partners II and Institutional Partners IIA.

Remarks:

	/s/ Janet Yeung, Attorney in Fact	08/22/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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