Edgar Filing: EMISPHERE TECHNOLOGIES INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â MHR Institutional Partners II LP

2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2010

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

(Last)

(First)

(Middle)

40 WEST 57TH STREET,Â 24TH FLOOR

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 Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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 Shares	2,412,718	D ⁽¹⁾ ⁽²⁾ ⁽³⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Note	Â ⁽⁴⁾	09/26/2012	Common Stock	1,384,707	$ 3.78	D ⁽²⁾ ⁽³⁾	Â
Warrants (right to buy)	Â ⁽⁵⁾	09/26/2011	Common Stock	14,698	$ 3.76	D ⁽²⁾ ⁽³⁾	Â
Warrants (right to buy)	Â ⁽⁵⁾	08/21/2012	Common Stock	25,878	$ 3.948	D ⁽²⁾ ⁽³⁾	Â
Warrants (right to buy)	Â ⁽⁵⁾	08/21/2014	Common Stock	818,011	$ 0.7	D ⁽²⁾ ⁽³⁾	Â
Warrants (right to buy)	Â ⁽⁵⁾	08/21/2014	Common Stock	189,525	$ 2.9	D ⁽²⁾ ⁽³⁾	Â
Warrants (right to buy)	Â ⁽⁵⁾	08/26/2015	Common Stock	581,983	$ 1.26	D ⁽²⁾ ⁽³⁾	Â
Warrants (right to buy)	Â ⁽⁵⁾	08/26/2015	Common Stock	213,627	$ 1.26	D ⁽²⁾ ⁽³⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MHR Institutional Partners II LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
MHR FUND MANAGEMENT LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
MHR Institutional Advisors II LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
RACHESKY MARK H MD 40 WEST 57TH STREET 24TH FLOOR NEW YORK,Â NYÂ 10019	Â X	Â X	Â	Â

Signatures

MHR INSTITUTIONAL PARTNERS II LP, By: MHR Institutional Advisors II LLC, its General Partner By: /s/ Hal Goldstein, Name: Hal Goldstein, Title: Vice President		09/01/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form 3 is being filed to report that MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II") became the beneficial owner of greater than 10% of the outstanding common stock (the "Shares") of Emisphere Technologies, Inc. (the "Issuer").
(2)	These Shares are held for the account of Institutional Partners II. MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II") is the general partner of Institutional Partners II. Mark H. Rachesky, M.D. ("Dr. Rachesky") is managing member of the Institutional Advisors II. In such capacity, Dr. Rachesky may be deemed to be the beneficial owner of the Shares held for the account of Institutional Partners II. MHR Fund Management LLC, a Delaware limited liability company ("Fund Management"), is an affiliate of, and 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 Shares held for the account of Institutional Partners II.
(3)	Dr. Rachesky, Fund Management and Institutional Advisors II may also be deemed to be beneficial owners of the Shares as reported on that certain Form 4, dated August 27, 2010.
(4)	The Convertible Notes are excercisable at any time.
(5)	The Warrants are excercisable at any time.

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