SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RACHESKY MARK H MD (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EMISPHERE TECHNOLOGIES INC [ EMIS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/06/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)								5,298	D
Common Stock	07/06/2011		P		1,220,041	A	(6)	6,226,054	I	See footnote(2)
Common Stock	07/06/2011		P		166,299	A	(6)	847,125	I	See footnote(3)
Common Stock	07/06/2011		P		828,032	A	(6)	3,240,750	I	See footnote(4)
Common Stock	07/06/2011		P		2,086,066	A	(6)	8,164,436	I	See footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (right to buy)	$1.09	07/06/2011		P		854,029		07/06/2011	07/06/2016	Common Stock	854,029	(6)	854,029	I	See Footnote(2)
Warrants (right to buy)	$1.09	07/06/2011		P		116,410		07/06/2011	07/06/2016	Common Stock	116,410	(6)	116,410	I	See Footnote(3)
Warrants (right to buy)	$1.09	07/06/2011		P		579,622		07/06/2011	07/06/2016	Common Stock	579,622	(6)	579,622	I	See Footnote(4)
Warrants (right to buy)	$1.09	07/06/2011		P		1,460,246		07/06/2011	07/06/2016	Common Stock	1,460,246	(6)	1,460,246	I	See Footnote(5)
Warrants (right to buy)	$1.09	07/06/2011		P		225,543		07/06/2011	07/06/2016	Common Stock	225,543	(7)	1,079,572(8)	I	See Footnote(2)
Warrants (right to buy)	$1.09	07/06/2011		P		30,743		07/06/2011	07/06/2016	Common Stock	30,743	(7)	147,153(8)	I	See Footnote(3)
Warrants (right to buy)	$1.09	07/06/2011		P		153,074		07/06/2011	07/06/2016	Common Stock	153,074	(7)	732,696(8)	I	See Footnote(4)
Warrants (right to buy)	$1.09	07/06/2011		P		385,640		07/06/2011	07/06/2016	Common Stock	385,640	(7)	1,845,886(8)	I	See Footnote(5)

1. Name and Address of Reporting Person* RACHESKY MARK H MD (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MHR Capital Partners Master Account LP (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MHR ADVISORS LLC (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MHR Institutional Partners II LP (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MHR Institutional Partners IIA LP (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MHR Institutional Advisors II LLC (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MHR FUND MANAGEMENT LLC (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These are shares of restricted stock.

2. 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 ("Fund Management") is a Delaware limited liability company that 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 and, accordingly, Fund Management may be deemed to beneficially own the securities held for the account of Master Account.

3. 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).

4. 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.

5. 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.

6. The securities reported as having been acquired herein were purchased by the reporting persons as units for $0.872 per unit. Each unit consists of one share of common stock and one warrant to purchase 0.7 shares of common stock. Each warrant is exercisable into one share of common stock at an exercise price of $1.09.

7. The securities reported as having been acquired herein were issued pursuant to that certain waiver agreement by and between the Issuer and Fund Management, as further described in that certain Schedule 13D/A filed by the Reporting Persons on July 1, 2011.

8. Includes the warrants described in Footnote 6 above, which contain the same terms as the warrants issued pursuant to the waiver agreement described in Footnote 7 above.

	/s/ Hal Goldstein, Attorney in Fact	07/08/2011
	** Signature of Reporting Person	Date
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