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MHR Institutional Advisors II LLC 4

Accession 0001209191-14-001087

CIK 0000805326other
View on SEC.govCompany Profile

Filed

Jan 2, 7:00 PM ET

Accepted

Jan 3, 5:00 PM ET

Size

53.3 KB

Accession

0001209191-14-001087

Insider Transaction Report

Form 4
Period: 2013-12-31
EMISPHERE TECHNOLOGIES INCEMIS
MHR Capital Partners Master Account LP
10% Owner
Transactions
  • Other

    Convertible Note

    2013-12-31→ 7,236,250 total(indirect: See Footnote)
    Exercise: $1.25Exp: 2017-09-26→ Common Stock (362,420 underlying)
  • Other

    Convertible Bridge Note

    2013-12-31→ 425,680 total(indirect: See Footnote)
    Exercise: $0.50Exp: 2017-09-26→ Common Stock (54,438 underlying)
MHR ADVISORS LLC
10% Owner
Transactions
  • Other

    Convertible Note

    2013-12-31→ 7,236,250 total(indirect: See Footnote)
    Exercise: $1.25Exp: 2017-09-26→ Common Stock (362,420 underlying)
  • Other

    Convertible Bridge Note

    2013-12-31→ 425,680 total(indirect: See Footnote)
    Exercise: $0.50Exp: 2017-09-26→ Common Stock (54,438 underlying)
MHRC LLC
10% Owner
Transactions
  • Other

    Convertible Note

    2013-12-31→ 7,236,250 total(indirect: See Footnote)
    Exercise: $1.25Exp: 2017-09-26→ Common Stock (362,420 underlying)
  • Other

    Convertible Bridge Note

    2013-12-31→ 425,680 total(indirect: See Footnote)
    Exercise: $0.50Exp: 2017-09-26→ Common Stock (54,438 underlying)
MHRC II LLC
10% Owner
Transactions
  • Other

    Convertible Note

    2013-12-31→ 7,236,250 total(indirect: See Footnote)
    Exercise: $1.25Exp: 2017-09-26→ Common Stock (362,420 underlying)
  • Other

    Convertible Bridge Note

    2013-12-31→ 425,680 total(indirect: See Footnote)
    Exercise: $0.50Exp: 2017-09-26→ Common Stock (54,438 underlying)
MHR Holdings LLC
10% Owner
Transactions
  • Other

    Convertible Note

    2013-12-31→ 7,236,250 total(indirect: See Footnote)
    Exercise: $1.25Exp: 2017-09-26→ Common Stock (362,420 underlying)
  • Other

    Convertible Bridge Note

    2013-12-31→ 425,680 total(indirect: See Footnote)
    Exercise: $0.50Exp: 2017-09-26→ Common Stock (54,438 underlying)
MHR Institutional Advisors II LLC
10% Owner
Transactions
  • Other

    Convertible Note

    2013-12-31→ 7,236,250 total(indirect: See Footnote)
    Exercise: $1.25Exp: 2017-09-26→ Common Stock (362,420 underlying)
  • Other

    Convertible Bridge Note

    2013-12-31→ 425,680 total(indirect: See Footnote)
    Exercise: $0.50Exp: 2017-09-26→ Common Stock (54,438 underlying)
RACHESKY MARK H MD
Director
Transactions
  • Other

    Convertible Note

    2013-12-31→ 7,236,250 total(indirect: See Footnote)
    Exercise: $1.25Exp: 2017-09-26→ Common Stock (362,420 underlying)
  • Other

    Convertible Bridge Note

    2013-12-31→ 425,680 total(indirect: See Footnote)
    Exercise: $0.50Exp: 2017-09-26→ Common Stock (54,438 underlying)
MHR FUND MANAGEMENT LLC
10% Owner
Transactions
  • Other

    Convertible Note

    2013-12-31→ 7,236,250 total(indirect: See Footnote)
    Exercise: $1.25Exp: 2017-09-26→ Common Stock (362,420 underlying)
  • Other

    Convertible Bridge Note

    2013-12-31→ 425,680 total(indirect: See Footnote)
    Exercise: $0.50Exp: 2017-09-26→ Common Stock (54,438 underlying)
MHR Institutional Partners II LP
10% Owner
Transactions
  • Other

    Convertible Note

    2013-12-31→ 7,236,250 total(indirect: See Footnote)
    Exercise: $1.25Exp: 2017-09-26→ Common Stock (362,420 underlying)
  • Other

    Convertible Bridge Note

    2013-12-31→ 425,680 total(indirect: See Footnote)
    Exercise: $0.50Exp: 2017-09-26→ Common Stock (54,438 underlying)
MHR Institutional Partners IIA LP
10% Owner
Transactions
  • Other

    Convertible Bridge Note

    2013-12-31→ 425,680 total(indirect: See Footnote)
    Exercise: $0.50Exp: 2017-09-26→ Common Stock (54,438 underlying)
  • Other

    Convertible Note

    2013-12-31→ 7,236,250 total(indirect: See Footnote)
    Exercise: $1.25Exp: 2017-09-26→ Common Stock (362,420 underlying)
Footnotes (11)
  • [F1]Since May 7, 2013, the Reporting Persons have held Amended and Restated 13% Senior Secured Convertible Notes of the Issuer (the "Convertible Notes") and Amended and Restated Senior Secured Promissory Notes of the Issuer (the "Bridge Notes"). The Convertible Notes and the Bridge Notes are convertible into shares of the Issuer's common stock, par value $.01 per share (the "Common Stock"). Interest on the Convertible Notes and the Bridge Notes is payable in kind semi-annually in arrears through the issuance to the Reporting Persons of additional Convertible Notes and Bridge Notes, respectively. (Continued to Footnote 2)
  • [F10](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.
  • [F11]The Convertible Notes and the Bridge Notes are convertible at any time upon the option of the holder.
  • [F2](Continued from Footnote 1) This Form 4 is being filed to report the receipt of additional Convertible Notes and Bridge Notes as paid-in-kind interest on the Convertible Notes and Bridge Notes, respectively, already held by the Reporting Persons.
  • [F3]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)
  • [F4](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
  • [F5]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)
  • [F6](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.
  • [F7]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)
  • [F8](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.
  • [F9]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)

Documents

2 files

Issuer

EMISPHERE TECHNOLOGIES INC

CIK 0000805326

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001301392

Filing Metadata

Form type
4
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 5:00 PM ET
Size
53.3 KB
View on SEC.gov