4//SEC Filing
MHR ADVISORS LLC 4
Accession 0001209191-11-001381
CIK 0000805326other
Filed
Jan 3, 7:00 PM ET
Accepted
Jan 4, 8:00 PM ET
Size
41.0 KB
Accession
0001209191-11-001381
Insider Transaction Report
Form 4
Transactions
- Other
Convertible Note
2010-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (71,617 underlying)
MHR ADVISORS LLC
10% Owner
Transactions
- Other
Convertible Note
2010-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (71,617 underlying)
MHR Institutional Partners II LP
10% Owner
Transactions
- Other
Convertible Note
2010-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (71,617 underlying)
MHR Institutional Advisors II LLC
10% Owner
Transactions
- Other
Convertible Note
2010-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (71,617 underlying)
MHR Institutional Partners IIA LP
10% Owner
Transactions
- Other
Convertible Note
2010-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (71,617 underlying)
MHR FUND MANAGEMENT LLC
10% Owner
Transactions
- Other
Convertible Note
2010-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (71,617 underlying)
RACHESKY MARK H MD
Director
Transactions
- Other
Convertible Note
2010-12-31(indirect: See Footnote)Exercise: $3.78Exp: 2012-09-26→ Common Stock (71,617 underlying)
Footnotes (6)
- [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. 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.
- [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, 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.
- [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 Convertible Notes are exercisable immediately upon receipt thereof by the Reporting Persons.
Issuer
EMISPHERE TECHNOLOGIES INC
CIK 0000805326
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001284082
Filing Metadata
- Form type
- 4
- Filed
- Jan 3, 7:00 PM ET
- Accepted
- Jan 4, 8:00 PM ET
- Size
- 41.0 KB