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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	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

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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

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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

These are shares of restricted stock.
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.
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).
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.
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.
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.
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.
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.