Edgar Filing: EMISPHERE TECHNOLOGIES INC

Amendment No. 25 to Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Rule 13d-101

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

(Amendment No. 25)*

Emisphere Technologies, Inc.

(Name of Issuer)

Common Stock, Par Value $.01 Per Share

(Title of Class of Securities)

291345106

(CUSIP Number)

Janet Yeung

MHR Fund Management LLC

1345 Avenue of the Americas, 42^nd Floor

New York, New York 10105

(212) 262-0005

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 14, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

(Page 1 of 16 Pages)


CUSIP No.:		291345106		13D		Page 2 of 16 Pages


1	NAME OF REPORTING PERSONS MHR CAPITAL PARTNERS MASTER ACCOUNT LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Anguilla, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 20,094,348
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 20,094,348
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,094,348
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.0%
14	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP No.:		291345106		13D		Page 3 of 16 Pages


1	NAME OF REPORTING PERSONS MHR ADVISORS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 22,796,620
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 22,796,620
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,796,620
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.8%
14	TYPE OF REPORTING PERSON (See Instructions) OO


CUSIP No.:		291345106		13D		Page 4 of 16 Pages


1	NAME OF REPORTING PERSONS MHR INSTITUTIONAL PARTNERS II LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 16,473,925
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 16,473,925
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,473,925
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.3%
14	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP No.:		291345106		13D		Page 5 of 16 Pages


1	NAME OF REPORTING PERSONS MHR INSTITUTIONAL PARTNERS IIA LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 41,503,225
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 41,503,225
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,503,225
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.1%
14	TYPE OF REPORTING PERSON (See Instructions) PN


CUSIP No.:		291345106		13D		Page 6 of 16 Pages


1	NAME OF REPORTING PERSONS MHR INSTITUTIONAL ADVISORS II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 57,977,150
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 57,977,150
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,977,150
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.1%
14	TYPE OF REPORTING PERSON (See Instructions) OO


CUSIP No.:		291345106		13D		Page 7 of 16 Pages


1	NAME OF REPORTING PERSONS MHRC LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 22,796,620
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 22,796,620
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,796,620
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.8%
14	TYPE OF REPORTING PERSON (See Instructions) OO


CUSIP No.:		291345106		13D		Page 8 of 16 Pages


1	NAME OF REPORTING PERSONS MHRC II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 57,977,150
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 57,977,150
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,977,150
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.1%
14	TYPE OF REPORTING PERSON (See Instructions) OO


CUSIP No.:		291345106		13D		Page 9 of 16 Pages


1	NAME OF REPORTING PERSONS MHR FUND MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 80,773,770
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 80,773,770
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,773,770
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.7%
14	TYPE OF REPORTING PERSON (See Instructions) OO


CUSIP No.:		291345106		13D		Page 10 of 16 Pages


1	NAME OF REPORTING PERSONS MHR HOLDINGS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 80,773,770
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 80,773,770
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,773,770
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.7%
14	TYPE OF REPORTING PERSON (See Instructions) OO


CUSIP No.:		291345106		13D		Page 11 of 16 Pages


1	NAME OF REPORTING PERSONS MARK H. RACHESKY, M.D.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 81,183,068
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 81,183,068
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,183,068
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.8%
14	TYPE OF REPORTING PERSON (See Instructions) IN; HC

Page 12 of 16 Pages

TABLE OF CONTENTS


Item 4. Purpose of Transaction		13
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer		14
Item 7. Materials to Be Filed as Exhibits		14
SIGNATURES		15

Page 13 of 16 Pages

This statement on Schedule 13D (this “Statement”) further amends and supplements, as Amendment No. 25, the Schedule 13D filed on October 6, 2005 (the “Initial 13D”), as amended by Amendment No. 1, filed on January 17, 2006 (“Amendment No. 1”), Amendment No. 2, filed on May 11, 2006 (“Amendment No. 2”), Amendment No. 3, filed on August 20, 2007 (“Amendment No. 3”), Amendment No. 4, filed on August 24, 2007 (“Amendment No. 4”), Amendment No. 5, filed on July 2, 2008 (“Amendment No. 5”), Amendment No. 6, filed on July 2, 2009 (“Amendment No. 6”), Amendment No. 7, filed on August 21, 2009 (“Amendment No. 7”), Amendment No. 8, filed on August 25, 2009 (“Amendment No. 8”), Amendment No. 9, filed on June 9, 2010 (“Amendment No. 9”), Amendment No. 10, filed on August 2, 2010 (“Amendment No. 10”), Amendment No. 11, filed on August 27, 2010 (“Amendment No. 11”), Amendment No. 12, filed on December 22, 2010 (“Amendment No. 12”), Amendment No. 13, filed on July 1, 2011 (“Amendment No. 13”), Amendment No. 14, filed on July 8, 2011 (“Amendment No. 14”), Amendment No. 15, filed on June 5, 2012 (“Amendment No. 15”), Amendment No. 16, filed on September 27, 2012 (“Amendment No. 16”), Amendment No. 17, filed on October 9, 2012 (“Amendment No. 17”), Amendment No. 18, filed on October 19, 2012 (“Amendment No. 18”), Amendment No. 19, filed on January 10, 2013 (“Amendment 19”), Amendment No. 20, filed on April 30, 2013 (“Amendment No. 20”), Amendment No. 21, filed on May 9, 2013 (“Amendment No. 21”), Amendment No. 22, filed on March 31, 2014 (“Amendment No. 22”), Amendment No. 23, filed on August 22, 2014 (“Amendment No. 23”) and Amendment No. 24, filed on July 1, 2015 (“Amendment No. 24”, and, together with the Initial 13D and Amendment No. 1 through Amendment No. 23, the “Schedule 13D”) and relates to shares of common stock, par value $0.01 per share (the “Shares”), of Emisphere Technologies, Inc. (the “Issuer”). Except as otherwise provided, defined terms used in this Statement but not defined herein shall have the respective meanings given such terms in Amendment No. 24.

Item 4.

Purpose of Transaction

Item 4 is hereby amended to add the following:

In connection with that certain Development and License Agreement (the “Expansion License Agreement”), dated October 14, 2015, by and between the Issuer and Novo Nordisk A/S, a Danish Corporation (“Novo Nordisk”), and that certain Amendment No. 3 to the GLP-1 Development and License Agreement (“GLP-1 Amendment No. 3”), entered into on October 14, 2015, between the Issuer and Novo Nordisk, amending that certain GLP-1 Development and License Agreement, dated as of June 21, 2008 (as amended, the “GLP-1 License Agreement”), Master Account, Capital Partners (100), Institutional Partners II and Institutional Partners IIA (collectively, “MHR”) entered into that certain Amended and Restated Agreement with Novo Nordisk and the Issuer, dated October 14, 2015, attached as Exhibit 1 hereto (the “Amended and Restated Forbearance Agreement”), whereby, among other things, MHR consented to the Issuer entering into the Expansion License Agreement and GLP-1 Amendment No. 3, and agreed to forbear, under certain circumstances specified in the Amended and Restated Forbearance Agreement, the exercise of certain rights under that certain Amended and Restated Pledge and Security Agreement, dated as of August 20, 2014, between the Issuer and Institutional Partners IIA.

Pursuant to the Amended and Restated Forbearance Agreement, and subject to the conditions described therein, MHR agreed that, among other things, if MHR forecloses on all or any portion of the intellectual property (the “Licensed IP”) licensed to Novo Nordisk by the Issuer pursuant to the Expansion License Agreement, the GLP-1 License Agreement or the Development and License Agreement, dated as of December 20, 2010, between the Issuer and Novo Nordisk (the “Insulin License Agreement” and, together with the Expansion License Agreement and the GLP-1 License Agreement, the “Novo Nordisk Agreements”), then upon the satisfaction of certain conditions, that certain Amended and Restated License Agreement, dated as of October 14, 2015, by and between Institutional Partners IIA and Novo Nordisk, attached as Exhibit 2 hereto (the “Amended and Restated License Agreement”), would become effective and pursuant thereto, Institutional Partners IIA would agree, among other things, not to disturb certain rights granted to Novo Nordisk by the Issuer pursuant to the Novo Nordisk Agreements, in consideration for Novo Nordisk’s performance of its obligations under the Novo Nordisk Agreements, as applicable, including the obligation to pay directly to Institutional Partners IIA fees and royalties as provided therein.

The foregoing discussion of the Amended and Restated Forbearance Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the full text of the Amended and Restated Forbearance Agreement attached as Exhibit 1 to this Statement and incorporated into this Item 4 by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on October 15, 2015. The foregoing discussion of the Amended and Restated License Agreement is qualified in its entirety by reference to the full text of the Amended and Restated License Agreement attached as Exhibit 2 to this Statement and incorporated into this Item 4 by reference.

Page 14 of 16 Pages

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 above and Exhibits 1 and 2 to this Statement are incorporated into this Item 6 by reference.

Item 7.

Materials to Be Filed as Exhibits


Exhibit No.		Description

1		Amended and Restated Agreement, dated as of October 14, 2015, by and among Emisphere Technologies, Inc., MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional Partners II LP and MHR Institutional Partners IIA LP and Novo Nordisk A/S (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on October 15, 2015).

2		Amended and Restated License Agreement, executed as of October 14, 2015, by MHR Institutional Partners IIA LP and Novo Nordisk A/S. (Exhibit D to the Amended and Restated License Agreement has not been filed; upon request, the Reporting Persons will furnish supplementally to the Commission a copy of any such exhibit.)

Page 15 of 16 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.


Date: October 15, 2015	MHR CAPITAL PARTNERS MASTER ACCOUNT LP

	By:	MHR Advisors LLC,
		its General Partner

	By:	/s/ Janet Yeung
		Name: Janet Yeung
		Title: Authorized Signatory

	MHR ADVISORS LLC

	By:	/s/ Janet Yeung
		Name: Janet Yeung
		Title: Authorized Signatory

	MHR INSTITUTIONAL PARTNERS II LP

	By:	MHR Institutional Advisors II LLC,
		its General Partner

	By:	/s/ Janet Yeung
		Name: Janet Yeung
		Title: Authorized Signatory

	MHR INSTITUTIONAL PARTNERS IIA LP

	By:	MHR Institutional Advisors II LLC,
		its General Partner

	By:	/s/ Janet Yeung
		Name: Janet Yeung
		Title: Authorized Signatory

	MHR INSTITUTIONAL ADVISORS II LLC

	By:	/s/ Janet Yeung
		Name: Janet Yeung
		Title: Authorized Signatory

	MHRC LLC

	By:	/s/ Janet Yeung
		Name: Janet Yeung
		Title: Authorized Signatory

	MHRC II LLC

	By:	/s/ Janet Yeung
		Name: Janet Yeung
		Title: Authorized Signatory

	MHR FUND MANAGEMENT LLC

	By:	/s/ Janet Yeung
		Name: Janet Yeung
		Title: Authorized Signatory

	MHR HOLDINGS LLC

	By:	/s/ Janet Yeung
		Name: Janet Yeung
		Title: Authorized Signatory

	MARK H. RACHESKY, M.D.

	/s/ Janet Yeung, Attorney in Fact

Page 16 of 16 Pages

Exhibit Index


Exhibit No.		Description

1		Amended and Restated Agreement, dated as of October 14, 2015, by and among Emisphere Technologies, Inc., MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional Partners II LP and MHR Institutional Partners IIA LP and Novo Nordisk A/S (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on October 15, 2015).

2		Amended and Restated License Agreement, executed as of October 14, 2015, by MHR Institutional Partners IIA LP and Novo Nordisk A/S. (Exhibit D to the Amended and Restated License Agreement has not been filed; upon request, the Reporting Persons will furnish supplementally to the Commission a copy of any such exhibit.)

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