SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MHRC LLC

(Last)

(First)

(Middle)

40 WEST 57TH STREET

24TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2012

3. Issuer Name and Ticker or Trading Symbol
EMISPHERE TECHNOLOGIES INC [ EMIS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,073,179	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Notes	⁽⁴⁾	09/26/2012⁽⁵⁾	Common Stock	1,912,161	$3.78	I⁽³⁾⁽⁶⁾	See Footnotes⁽³⁾⁽⁶⁾
Warrants (right to buy)	08/21/2009	08/21/2014	Common Stock	850,494	$0.7	I⁽³⁾⁽⁷⁾	See Footnotes⁽³⁾⁽⁷⁾
Warrants (right to buy)	06/08/2010	08/21/2014	Common Stock	198,003	$2.9	I⁽³⁾⁽⁸⁾	See Footnotes⁽³⁾⁽⁸⁾
Warrants (right to buy)	08/26/2010	08/26/2015	Common Stock	798,155	$1.26	I⁽³⁾⁽⁹⁾	See Footnotes⁽³⁾⁽⁹⁾
Warrants (right to buy)	07/06/2011	07/06/2016	Common Stock	1,226,725	$1.09	I⁽³⁾⁽¹⁰⁾	See Footnotes⁽³⁾⁽¹⁰⁾

Explanation of Responses:

1. This Form 3 is being filed to report that MHRC LLC, a Delaware limited liability company ("MHRC"), became a beneficial owner of greater than 10% of the outstanding shares of common stock (the "Common Stock") of Emisphere Technologies, Inc. (the "Issuer") solely as a result of a transfer of Mark H. Rachesky, M.D.'s ("Dr. Rachesky") membership interests in MHR Advisors LLC, a Delaware limited liability company ("Advisors") to MHRC.

2. These shares of Common Stock consist of (i) 6,226,054 shares of Common Stock held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"), and (ii) 847,125 shares of Common Stock held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)", and, together with Master Account, the "Funds").

3. Advisors is the general partner of each of the Funds. In such capacity, Advisors may be deemed to beneficially own the shares of Common Stock held for the accounts of each of the Funds. MHRC is the managing member of Advisors. In such capacity, MHRC may be deemed to beneficially own the shares of Common Stock held for the account of each of the Funds.

4. Convertible Notes are exercisable immediately upon receipt thereof by the Reporting Persons.

5. The maturity date under the Convertible Notes was on September 26, 2012. As reported by the Issuer on Form 8-K, dated September 26, 2012, the Issuer did not pay the amounts due and payable under the Convertible Notes on the maturity date.

6. These Convertible Notes are convertible into (i) 1,682,127 shares of Common Stock that can be obtained by Master Account, and (ii) 230,034 shares of Common Stock that can be obtained by Capital Partners (100).

7. These warrants are exercisable into (i) 748,673 shares of Common Stock that can be obtained by Master Account, and (ii) 101,821 shares of Common Stock that can be obtained by Capital Partners (100).

8. These warrants are exercisable into (i) 174,183 shares of Common Stock that can be obtained by Master Account, and (ii) 23,820 shares of Common Stock that can be obtained by Capital Partners (100).

9. These warrants are exercisable into (i) 702,470 shares of Common Stock that can be obtained by Master Account, and (ii) 95,685 shares of Common Stock that can be obtained by Capital Partners (100).

10. These warrants are exercisable into (i) 1,079,572 shares of Common Stock that can be obtained by Master Account, and (ii) 147,153 shares of Common Stock that can be obtained by Capital Partners (100).

	MHRC LLC By: /s/ Janet Yeung Name: Janet Yeung Title: Authorized Signatory	01/10/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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