Edgar Filing: MHR Holdings LLC

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

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1. Name and Address of Reporting Person ^*

RACHESKY MARK H MD

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)

(Last)

(First)

(Middle)

40 WEST 57TH STREET, 24TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2014

(Street)

NEW YORK, NY 10019

4. If Amendment, Date 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

(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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Convertible Note ⁽¹⁾ ⁽²⁾

$ 1.25

12/31/2014

J⁽¹⁾⁽²⁾

$ 375,785

⁽¹¹⁾

03/31/2022

Common Stock

300,628

⁽¹⁾ ⁽²⁾

$ 8,235,300

See Footnotes ⁽³⁾ ⁽⁴⁾

Convertible Note ⁽¹⁾ ⁽²⁾

$ 1.25

12/31/2014

J⁽¹⁾⁽²⁾

$ 51,389

⁽¹¹⁾

03/31/2022

Common Stock

41,111

⁽¹⁾ ⁽²⁾

$ 1,126,193

See Footnotes ⁽⁵⁾ ⁽⁶⁾

Convertible Note ⁽¹⁾ ⁽²⁾

$ 1.25

12/31/2014

J⁽¹⁾⁽²⁾

$ 408,885

⁽¹¹⁾

03/31/2022

Common Stock

327,108

⁽¹⁾ ⁽²⁾

$ 8,960,679

See Footnotes ⁽⁷⁾ ⁽⁸⁾

Convertible Note ⁽¹⁾ ⁽²⁾

$ 1.25

12/31/2014

J⁽¹⁾⁽²⁾

$ 1,030,106

⁽¹¹⁾

03/31/2022

Common Stock

824,084

⁽¹⁾ ⁽²⁾

$ 22,574,685

See Footnotes ⁽⁹⁾ ⁽¹⁰⁾

Bridge Note ⁽¹⁾ ⁽²⁾

$ 0.5

12/31/2014

J⁽¹⁾⁽²⁾

$ 22,643

⁽¹¹⁾

03/31/2022

Common Stock

45,286

⁽¹⁾ ⁽²⁾

$ 485,318

See Footnotes ⁽³⁾ ⁽⁴⁾

Bridge Note ⁽¹⁾ ⁽²⁾

$ 0.5

12/31/2014

J⁽¹⁾⁽²⁾

$ 3,012

⁽¹¹⁾

03/31/2022

Common Stock

6,024

⁽¹⁾ ⁽²⁾

$ 64,559

See Footnotes ⁽⁵⁾ ⁽⁶⁾

Bridge Note ⁽¹⁾ ⁽²⁾

$ 0.5

12/31/2014

J⁽¹⁾⁽²⁾

$ 17,303

⁽¹¹⁾

03/31/2022

Common Stock

34,606

⁽¹⁾ ⁽²⁾

$ 370,870

See Footnotes ⁽⁷⁾ ⁽⁸⁾

Bridge Note ⁽¹⁾ ⁽²⁾

$ 0.5

12/31/2014

J⁽¹⁾⁽²⁾

$ 43,592

⁽¹¹⁾

03/31/2022

Common Stock

87,184

⁽¹⁾ ⁽²⁾

$ 934,332

See Footnotes ⁽⁹⁾ ⁽¹⁰⁾

Reimbursement Notes ⁽¹⁾ ⁽²⁾

$ 0.5

12/31/2014

J⁽¹⁾⁽²⁾

$ 4,958

⁽¹¹⁾

⁽¹²⁾

Common Stock

9,916

⁽¹⁾ ⁽²⁾

$ 137,243

See Footnotes ⁽³⁾ ⁽⁴⁾

Reimbursement Notes ⁽¹⁾ ⁽²⁾

$ 0.5

12/31/2014

J⁽¹⁾⁽²⁾

$ 691

⁽¹¹⁾

⁽¹²⁾

Common Stock

1,381

⁽¹⁾ ⁽²⁾

$ 19,119

See Footnotes ⁽⁵⁾ ⁽⁶⁾

Reimbursement Notes ⁽¹⁾ ⁽²⁾

$ 0.5

12/31/2014

J⁽¹⁾⁽²⁾

$ 5,402

⁽¹¹⁾

⁽¹²⁾

Common Stock

10,804

⁽¹⁾ ⁽²⁾

$ 149,534

See Footnotes ⁽⁷⁾ ⁽⁸⁾

Reimbursement Notes ⁽¹⁾ ⁽²⁾

$ 0.5

12/31/2014

J⁽¹⁾⁽²⁾

$ 13,617

⁽¹¹⁾

⁽¹²⁾

Common Stock

27,233

⁽¹⁾ ⁽²⁾

$ 376,907

See Footnotes ⁽⁹⁾ ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019	X	X
MHR Capital Partners Master Account LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019		X
MHR ADVISORS LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019		X
MHR Institutional Partners II LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019		X
MHR Institutional Partners IIA LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019		X
MHR Institutional Advisors II LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019		X
MHRC LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019		X
MHRC II LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019		X
MHR FUND MANAGEMENT LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019		X
MHR Holdings LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019		X

Signatures

/s/ Janet Yeung, Attorney in Fact		01/05/2015
^**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)	The Reporting Persons hold Amended and Restated 13% Senior Secured Convertible Notes of the Issuer (the "Convertible Notes"), Amended and Restated 13% Senior Secured Promissory Notes of the Issuer (the "Bridge Notes") and Amended and Restated 10% Senior Secured Reimbursement Notes of the Issuer (the "Reimbursement Notes"). The Convertible Notes, Bridge Notes and Reimbursement Notes are convertible into shares of the Issuer's common stock, par value $.01 per share (the "Common Stock"). Interest on the Convertible Notes, the Bridge Notes and Reimbursement Notes is payable in kind semi-annually in arrears through the issuance to the Reporting Persons of additional Convertible Notes, Bridge Notes and Reimbursement Notes respectively. (Continued to Footnote 2)
(2)	(Continued from Footnote 1) This Form 4 is being filed to report the receipt of additional Convertible Notes, Bridge Notes and Reimbursement Notes as paid-in-kind interest on the Convertible Notes, Bridge Notes and Reimbursement Notes, respectively, already held by the Reporting Persons.
(3)	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. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC. MHR Fund Management LLC ("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 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. (Continued in footnote 4)
(4)	(Continued from footnote 3) Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the securities held for the account of Master Account. Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein
(5)	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). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. 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). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the securities held for the account of Capital Partners (100). (Continued in footnote 6)
(6)	(Continued from footnote 5) Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
(7)	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. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC 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. MHR Holdings is the managing member of Fund Management. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the securities held for the account of Institutional Partners II. (Continued in Footnote 8)
(8)	(continued from footnote 7) Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
(9)	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. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. 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. MHR Holdings is the managing member of Fund Management. Accordingly, Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the securities held for the account of Institutional Partners IIA. (Continued in footnote 10)
(10)	(continued from footnote 9) Each of Institutional Advisors II, MHRC II, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
(11)	The Convertible Notes, Reimbursement Notes and Bridge Notes are convertible into Common Stock at any time upon the option of the holder.
(12)	The 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.

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