4//SEC Filing
MHR ADVISORS LLC 4
Accession 0001209191-13-001502
CIK 0000805326other
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 6:29 PM ET
Size
38.8 KB
Accession
0001209191-13-001502
Insider Transaction Report
Form 4
MHR ADVISORS LLC
10% Owner
Transactions
- Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (13,393 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (268,479 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (97,941 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (106,568 underlying)
MHR Institutional Partners II LP
10% Owner
Transactions
- Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (13,393 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (106,568 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (97,941 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (268,479 underlying)
MHR FUND MANAGEMENT LLC
10% Owner
Transactions
- Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (97,941 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (106,568 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (268,479 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (13,393 underlying)
RACHESKY MARK H MD
Director
Transactions
- Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (268,479 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (13,393 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (97,941 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (106,568 underlying)
MHR Institutional Partners IIA LP
10% Owner
Transactions
- Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (13,393 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (268,479 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (106,568 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (97,941 underlying)
Transactions
- Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (268,479 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (13,393 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (97,941 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (106,568 underlying)
MHR Institutional Advisors II LLC
10% Owner
Transactions
- Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (13,393 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (97,941 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (106,568 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (268,479 underlying)
MHR Holdings LLC
10% Owner
Transactions
- Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (106,568 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (97,941 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (268,479 underlying) - Other
Convertible Note
2012-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (13,393 underlying)
Footnotes (10)
- [F1]Since May 16, 2006, the Reporting Persons have held 11% Senior Secured Convertible Notes of the Issuer (the "Convertible Notes"). The Convertible Notes are convertible into shares of the Issuer's common stock, par value $.01 per share (the "Common Stock"). Interest on the Convertible Notes is payable in kind semi-annually in arrears through the issuance to the Reporting Persons of additional Convertible Notes. As a result of the Issuer's failure to pay the amounts due and payable under the Convertible Notes on the maturity date, as of September 27, 2012, a default interest rate of 13% became applicable in respect of the Convertible Notes. This Form 4 is being filed to report the receipt of additional Convertible Notes as paid-in-kind interest on the Convertible Notes already held by the Reporting Persons.
- [F10]The Convertible Notes are exercisable immediately upon receipt thereof by the Reporting Persons.
- [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. 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 3)
- [F3](Continued from Footnote 2) 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.
- [F4]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 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 5)
- [F5](Continued from Footnote 4) 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).
- [F6]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 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 7)
- [F7](Continued from Footnote 6) 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.
- [F8]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 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 9)
- [F9](Continued from Footnote 8) 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.
Issuer
EMISPHERE TECHNOLOGIES INC
CIK 0000805326
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001284082
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 6:29 PM ET
- Size
- 38.8 KB