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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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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 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). |