SEC Form 4 · accession 0000899243-17-017774
EMISPHERE TECHNOLOGIES INC · EMIS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Mark H Rachesky M.D.
Director · 10% Owner
MHR FUND MANAGEMENT LLC
10% Owner
MHR ADVISORS LLC
10% Owner
MHR Institutional Partners IIA LP
10% Owner
MHR Institutional Partners II LP
10% Owner
MHR Institutional Advisors II LLC
10% Owner
MHR Holdings LLC
10% Owner
MHRC LLC
10% Owner
MHRC II LLC
10% Owner
Period of report
Jun 30, 2017
Accepted (ET)
Jul 5, 2017 · 4:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000805326
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NoteF1,F2,F3,F4,F11 | $1.25 | Jun 30, 2017 | J | — | A | — | Mar 31, 2022 | Common Stock | 569,855 | — | I |
| Convertible NoteF1,F2,F5,F6,F11 | $1.25 | Jun 30, 2017 | J | — | A | — | Mar 31, 2022 | Common Stock | 77,928 | — | I |
| Convertible NoteF1,F2,F7,F8,F11 | $1.25 | Jun 30, 2017 | J | — | A | — | Mar 31, 2022 | Common Stock | 620,048 | — | I |
| Convertible NoteF1,F2,F9,F10,F11 | $1.25 | Jun 30, 2017 | J | — | A | — | Mar 31, 2022 | Common Stock | 1,562,092 | — | I |
| Bridge NoteF1,F2,F3,F4,F11 | $0.50 | Jun 30, 2017 | J | — | A | — | Mar 31, 2022 | Common Stock | 84,766 | — | I |
| Bridge NoteF1,F2,F5,F6,F11 | $0.50 | Jun 30, 2017 | J | — | A | — | Mar 31, 2022 | Common Stock | 11,276 | — | I |
| Bridge NoteF1,F2,F7,F8,F11 | $0.50 | Jun 30, 2017 | J | — | A | — | Mar 31, 2022 | Common Stock | 64,776 | — | I |
| Bridge NoteF1,F2,F9,F10,F11 | $0.50 | Jun 30, 2017 | J | — | A | — | Mar 31, 2022 | Common Stock | 163,192 | — | I |
| Reimbursement NotesF1,F2,F3,F4,F11,F12 | $0.50 | Jun 30, 2017 | J | — | A | — | — | Common Stock | 17,250 | — | I |
| Reimbursement NotesF1,F2,F5,F6,F11,F12 | $0.50 | Jun 30, 2017 | J | — | A | — | — | Common Stock | 2,404 | — | I |
| Reimbursement NotesF1,F2,F7,F8,F11,F12 | $0.50 | Jun 30, 2017 | J | — | A | — | — | Common Stock | 18,796 | — | I |
| Reimbursement NotesF1,F2,F9,F10,F11,F12 | $0.50 | Jun 30, 2017 | J | — | A | — | — | Common Stock | 47,376 | — | I |
Explanation of responses
- F1The Reporting Persons hold Amended and Restated 13% Senior Secured Convertible Notes of the Issuer (the "Convertible Notes"), Amended and Restated 13% Senior Secured Promissory Notes of the Issuer (the "Bridge Notes") and Amended and Restated 10% Senior Secured Reimbursement Notes of the Issuer (the "Reimbursement Notes"). The Convertible Notes, Bridge Notes and Reimbursement Notes are convertible into shares of the Issuer's common stock, par value $.01 per share (the "Common Stock"). Interest on the Convertible Notes, the Bridge Notes and Reimbursement Notes is payable in kind semi-annually in arrears through the issuance to the Reporting Persons of additional Convertible Notes, Bridge Notes and Reimbursement 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.
- F11The Convertible Notes, Reimbursement Notes and Bridge Notes are convertible into Common Stock at any time upon the option of the holder.
- F12The Reimbursement Notes mature on the earlier of (a) March 31, 2022 and (b) immediately prior to the time that any amounts outstanding are paid under that certain senior secured loan facility, dated August 20, 2014, by and among the Issuer, Master Account, Capital Partners (100), Institutional Partners II and Institutional Partners IIA.
- F2(Continued from Footnote 1) This Form 4 is being filed to report the receipt of additional Convertible Notes, Bridge Notes and Reimbursement Notes as paid-in-kind interest on the Convertible Notes, Bridge Notes and Reimbursement Notes, respectively, already held by the Reporting Persons.
- F3These 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.
- F5These 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.
- F7These 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.
- F9These 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)