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 II 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	11,405,186	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	6,441,357	$3.78	I⁽³⁾⁽⁶⁾	See Footnotes⁽³⁾⁽⁶⁾
Warrants (right to buy)	08/21/2009	08/21/2014	Common Stock	2,878,829	$0.7	I⁽³⁾⁽⁷⁾	See Footnotes⁽³⁾⁽⁷⁾
Warrants (right to buy)	06/08/2010	08/21/2014	Common Stock	666,997	$2.9	I⁽³⁾⁽⁸⁾	See Footnotes⁽³⁾⁽⁸⁾
Warrants (right to buy)	08/26/2010	08/26/2015	Common Stock	2,799,991	$1.26	I⁽³⁾⁽⁹⁾	See Footnotes⁽³⁾⁽⁹⁾
Warrants (right to buy)	07/06/2011	07/06/2016	Common Stock	2,578,582	$1.09	I⁽³⁾⁽¹⁰⁾	See Footnotes⁽³⁾⁽¹⁰⁾

Explanation of Responses:

1. This Form 3 is being filed to report that MHRC II LLC, a Delaware limited liability company ("MHRC II"), 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 Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II") to MHRC II.

2. These shares of Common Stock consist of (i) 3,240,750 shares of Common Stock held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"), and (ii) 8,164,436 shares of Common Stock held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA", and, together with Institutional Partners II, the "Funds").

3. Institutional Advisors II is the general partner of each of the Funds. In such capacity, Institutional Advisors II may be deemed to beneficially own the shares of Common Stock held for the account of each of the Funds. MHRC II is the managing member of Institutional Advisors II. In such capacity, MHRC II 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) 1,830,292 shares of Common Stock that can be obtained by Institutional Partners II, and (ii) 4,611,065 shares of Common Stock that can be obtained by Institutional Partners IIA.

7. These warrants are exercisable into (i) 818,011 shares of Common Stock that can be obtained by Institutional Partners II, and (ii) 2,060,818 shares of Common Stock that can be obtained by Institutional Partners IIA.

8. These warrants are exercisable into (i) 189,525 shares of Common Stock that can be obtained by Institutional Partners II, and (ii) 477,472 shares of Common Stock that can be obtained by Institutional Partners IIA.

9. These warrants are exercisable into (i) 795,610 shares of Common Stock that can be obtained by Institutional Partners II, and (ii) 2,004,381 shares of Common Stock that can be obtained by Institutional Partners IIA.

10. These warrants are exercisable into (i) 732,696 shares of Common Stock that can be obtained by Institutional Partners II, and (ii) 1,845,886 shares of Common Stock that can be obtained by Institutional Partners IIA.

	MHRC II 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).
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