X0202 4 2006-05-16 0000805326 EMISPHERE TECHNOLOGIES INC EMIS 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 1 0 1 0 0001284082 MHR ADVISORS LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019 0 0 1 0 0001354805 MHR Capital Partners Master Account LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019 0 0 1 0 0001301392 MHR Institutional Advisors II LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019 0 0 1 0 0001277742 MHR FUND MANAGEMENT LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK, NY 10019 0 0 1 0 Exchange- able Secured Loan 3.78 2006-05-16 4 D 0 3036203.00 D 2006-01-30 2012-09-26 Common Stock 803228 3036203.00 I See footnote Exchange-able Secured Loan 3.78 2006-05-16 4 D 0 415208.00 D 2006-01-30 2012-09-26 Common Stock 109843 415208.00 I See footnote Exchange- able Secured Loan 3.78 2006-05-16 4 D 0 3303638.00 D 2006-01-30 2012-09-26 Common Stock 873978 3303638.00 I See footnote Exchange-able Secured Loan 3.78 2006-05-16 4 D 0 8322868.00 D 2006-01-30 2012-09-26 Common Stock 2201817 8322868.00 I See footnote Convertible Note 3.78 2006-05-16 4 C 0 3062968.00 A 2006-05-16 2012-09-26 Common Stock 810309 3062968.00 I See footnote Convertible Note 3.78 2006-05-16 4 C 0 418868.00 A 2006-05-16 2012-09-26 Common Stock 110812 418868.00 I See footnote Convertible Note 3.78 2006-05-16 4 C 0 3332761.00 A 2006-05-16 2012-09-26 Common Stock 881683 3332761.00 I See footnote Convertible Note 3.78 2006-05-16 4 C 0 8396237.00 A 2006-05-16 2012-09-26 Common Stock 2221227 8396237.00 I See footnote Commencing on January 30, 2006, the Reporting Persons became entitled to exchange a secured loan made to the Issuer into convertible notes of the Issuer on a dollar-for-dollar basis. This Form 4 is being filed to report the exchange of the secured loan for such convertible notes, which are convertible into shares of the Issuer's common stock. Due to the conversion provision with respect to the secured loan, accrued and unpaid interest on the secured loan was converted into additional principal on the Convertible Note. Accordingly, additional shares of the Issuer's common stock are issuable upon the conversion of the convertible notes into shares of the Issuer's common stock. These securities are, or were, as applicable, 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 liabillity 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 and, accordingly, Fund Management may be deemed to beneficially own the Securities held for the account of Master Account. These securities are, or were, as applicable, 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 and, accordingly, Fund Management may be deemed to beneficially own the Securities held for the account of Capital Partners (100). These securities are, or were, as applicable, 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 and, accordingly, Fund Management may be deemed to beneficially own the Securities held for the account of Institutional Partners II. These securities are, or were, as applicable, 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 and, accordingly, Fund Management may be deemed to beneficially own the Securities held for the account fo Institutional Partnes IIA. Remarks: The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any securities not held directly for his or its account for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. Exhibit List: Exhibit 99- Joint Filer Information Mark H. Rachesky, MD 2006-05-18