OBM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
EMISPHERE TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
291345106
(CUSIP Number)
December 31, 2015
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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 the 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).
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| CUSIP No. None |
| 1. | Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Bai Ye Feng | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Spain | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
3,785,154 (1) | ||||
| 6. | Shared Voting Power
249,000 | |||||
| 7. | Sole Dispositive Power
3,785,154 (1) | |||||
| 8. | Shared Dispositive Power
249,000 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
4,034,154 (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.60% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Includes warrants to purchase up to an aggregate of 481,651 shares of the common stock, $0.01 par value per share (the “Common Stock”) of the Issuer. |
| (2) | Based on 60,687,478 shares of Common Stock outstanding as of January 5, 2016 and reported on the Issuer’s Form 10-Q filed on November 16, 2015. |
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| Item 1. |
(a) The name of the issuer is Emisphere Technologies Inc. (the “Issuer”).
(b) The principal executive office of the Issuer is located at 4 Becker Farm Road, Roseland, NJ 07068.
| Item 2. |
(a) The name of the reporting person is Bai Ye Feng (the “Reporting Person”).
(b) The business address of the Reporting Person is Room 1001, Tung Chai Bldg. 86-90 Wellington St., Central, Hong Kong.
(c) The Reporting Person is a citizen of Spain.
(d) This Schedule 13G relates to common stock, par value $.01 per share (the “Common Stock”), of the issuer.
(e) The CUSIP number is 291345106.
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
| (a) | The Reporting Person beneficially owns an aggregate of 4,034,154 shares of the Common Stock of the Issuer, consisting of 3,303,503 shares of Common Stock owned of record by the Reporting Person, warrants to purchase up to 481,651 shares of Common Stock owned by the Reporting Person, and 249,000 shares of Common Stock owned of record by Lighthouse Consulting Limited, a Hong Kong company of which the Reporting Person is a principal and therefore may be deemed to be the beneficial holder of the securities held by Lighthouse Consulting Limited. |
| (b) | Percent of class: |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or direct the vote: 3,785,154. |
| (ii) | Shared power to direct the vote: 249,000. |
| (iii) | Sole power to dispose or to direct the disposition of: 3,785,154. |
| (iv) | Shared power to dispose or direct the disposition of: 249,000. |
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
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| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| January 8, 2016 |
/s/ Bai Ye Feng | |||||
| Bai Ye Feng |
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