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MHR ADVISORS LLC 4

Accession 0001209191-11-038861

CIK 0000805326other
View on SEC.govCompany Profile

Filed

Jul 7, 8:00 PM ET

Accepted

Jul 8, 2:52 PM ET

Size

49.0 KB

Accession

0001209191-11-038861

Insider Transaction Report

Form 4
Period: 2011-07-06
EMISPHERE TECHNOLOGIES INCEMIS
MHR ADVISORS LLC
10% Owner
Transactions
  • Purchase

    Warrants (right to buy)

    2011-07-06+153,074→ 732,696 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (153,074 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+385,640→ 1,845,886 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (385,640 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+854,029→ 854,029 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (854,029 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+116,410→ 116,410 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (116,410 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+579,622→ 579,622 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (579,622 underlying)
  • Purchase

    Common Stock

    2011-07-06+1,220,041→ 6,226,054 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+225,543→ 1,079,572 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (225,543 underlying)
  • Purchase

    Common Stock

    2011-07-06+2,086,066→ 8,164,436 total(indirect: See footnote)
  • Purchase

    Common Stock

    2011-07-06+166,299→ 847,125 total(indirect: See footnote)
  • Purchase

    Common Stock

    2011-07-06+828,032→ 3,240,750 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+1,460,246→ 1,460,246 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (1,460,246 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+30,743→ 147,153 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (30,743 underlying)
Holdings

  • Common Stock

    5,298
MHR Institutional Partners II LP
10% Owner
Transactions
  • Purchase

    Warrants (right to buy)

    2011-07-06+854,029→ 854,029 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (854,029 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+153,074→ 732,696 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (153,074 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+116,410→ 116,410 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (116,410 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+225,543→ 1,079,572 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (225,543 underlying)
  • Purchase

    Common Stock

    2011-07-06+166,299→ 847,125 total(indirect: See footnote)
  • Purchase

    Common Stock

    2011-07-06+2,086,066→ 8,164,436 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+385,640→ 1,845,886 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (385,640 underlying)
  • Purchase

    Common Stock

    2011-07-06+828,032→ 3,240,750 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+579,622→ 579,622 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (579,622 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+1,460,246→ 1,460,246 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (1,460,246 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+30,743→ 147,153 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (30,743 underlying)
  • Purchase

    Common Stock

    2011-07-06+1,220,041→ 6,226,054 total(indirect: See footnote)
Holdings

  • Common Stock

    5,298
MHR Institutional Partners IIA LP
10% Owner
Transactions
  • Purchase

    Warrants (right to buy)

    2011-07-06+579,622→ 579,622 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (579,622 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+225,543→ 1,079,572 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (225,543 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+30,743→ 147,153 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (30,743 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+153,074→ 732,696 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (153,074 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+385,640→ 1,845,886 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (385,640 underlying)
  • Purchase

    Common Stock

    2011-07-06+166,299→ 847,125 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+116,410→ 116,410 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (116,410 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+1,460,246→ 1,460,246 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (1,460,246 underlying)
  • Purchase

    Common Stock

    2011-07-06+1,220,041→ 6,226,054 total(indirect: See footnote)
  • Purchase

    Common Stock

    2011-07-06+2,086,066→ 8,164,436 total(indirect: See footnote)
  • Purchase

    Common Stock

    2011-07-06+828,032→ 3,240,750 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+854,029→ 854,029 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (854,029 underlying)
Holdings

  • Common Stock

    5,298
MHR Institutional Advisors II LLC
10% Owner
Transactions
  • Purchase

    Common Stock

    2011-07-06+166,299→ 847,125 total(indirect: See footnote)
  • Purchase

    Common Stock

    2011-07-06+1,220,041→ 6,226,054 total(indirect: See footnote)
  • Purchase

    Common Stock

    2011-07-06+2,086,066→ 8,164,436 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+579,622→ 579,622 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (579,622 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+225,543→ 1,079,572 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (225,543 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+385,640→ 1,845,886 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (385,640 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+854,029→ 854,029 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (854,029 underlying)
  • Purchase

    Common Stock

    2011-07-06+828,032→ 3,240,750 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+116,410→ 116,410 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (116,410 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+153,074→ 732,696 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (153,074 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+1,460,246→ 1,460,246 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (1,460,246 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+30,743→ 147,153 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (30,743 underlying)
Holdings

  • Common Stock

    5,298
RACHESKY MARK H MD
Director
Transactions
  • Purchase

    Warrants (right to buy)

    2011-07-06+225,543→ 1,079,572 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (225,543 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+579,622→ 579,622 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (579,622 underlying)
  • Purchase

    Common Stock

    2011-07-06+166,299→ 847,125 total(indirect: See footnote)
  • Purchase

    Common Stock

    2011-07-06+2,086,066→ 8,164,436 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+30,743→ 147,153 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (30,743 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+385,640→ 1,845,886 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (385,640 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+116,410→ 116,410 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (116,410 underlying)
  • Purchase

    Common Stock

    2011-07-06+1,220,041→ 6,226,054 total(indirect: See footnote)
  • Purchase

    Common Stock

    2011-07-06+828,032→ 3,240,750 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+854,029→ 854,029 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (854,029 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+1,460,246→ 1,460,246 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (1,460,246 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+153,074→ 732,696 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (153,074 underlying)
Holdings

  • Common Stock

    5,298
MHR Capital Partners Master Account LP
10% Owner
Transactions
  • Purchase

    Common Stock

    2011-07-06+828,032→ 3,240,750 total(indirect: See footnote)
  • Purchase

    Common Stock

    2011-07-06+2,086,066→ 8,164,436 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+854,029→ 854,029 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (854,029 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+579,622→ 579,622 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (579,622 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+1,460,246→ 1,460,246 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (1,460,246 underlying)
  • Purchase

    Common Stock

    2011-07-06+166,299→ 847,125 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+225,543→ 1,079,572 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (225,543 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+30,743→ 147,153 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (30,743 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+385,640→ 1,845,886 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (385,640 underlying)
  • Purchase

    Common Stock

    2011-07-06+1,220,041→ 6,226,054 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+116,410→ 116,410 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (116,410 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+153,074→ 732,696 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (153,074 underlying)
Holdings

  • Common Stock

    5,298
MHR FUND MANAGEMENT LLC
10% Owner
Transactions
  • Purchase

    Common Stock

    2011-07-06+1,220,041→ 6,226,054 total(indirect: See footnote)
  • Purchase

    Common Stock

    2011-07-06+2,086,066→ 8,164,436 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+116,410→ 116,410 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (116,410 underlying)
  • Purchase

    Common Stock

    2011-07-06+166,299→ 847,125 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+854,029→ 854,029 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (854,029 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+1,460,246→ 1,460,246 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (1,460,246 underlying)
  • Purchase

    Common Stock

    2011-07-06+828,032→ 3,240,750 total(indirect: See footnote)
  • Purchase

    Warrants (right to buy)

    2011-07-06+579,622→ 579,622 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (579,622 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+225,543→ 1,079,572 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (225,543 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+30,743→ 147,153 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (30,743 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+153,074→ 732,696 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (153,074 underlying)
  • Purchase

    Warrants (right to buy)

    2011-07-06+385,640→ 1,845,886 total(indirect: See Footnote)
    Exercise: $1.09From: 2011-07-06Exp: 2016-07-06→ Common Stock (385,640 underlying)
Holdings

  • Common Stock

    5,298
Footnotes (8)
  • [F1]These are shares of restricted stock.
  • [F2]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.
  • [F3]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).
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [F8]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.

Documents

2 files

Issuer

EMISPHERE TECHNOLOGIES INC

CIK 0000805326

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001284082

Filing Metadata

Form type
4
Filed
Jul 7, 8:00 PM ET
Accepted
Jul 8, 2:52 PM ET
Size
49.0 KB
View on SEC.gov