Filing Details

Accession Number:
0000921895-17-000055
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-01-13 17:19:05
Reporting Period:
2017-01-11
Filing Date:
2017-01-13
Accepted Time:
2017-01-13 17:19:05
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1325702 Magnachip Semiconductor Corp MX Semiconductors & Related Devices (3674) 830406195
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1559771 Engaged Capital Llc 610 Newport Center Drive
Suite 250
Newport Beach CA 92660
No No No Yes
1559850 Engaged Capital Flagship Fund, L.p. 610 Newport Center Drive
Suite 250
Newport Beach CA 92660
No No No Yes
1580761 Engaged Capital Flagship Master Fund, Lp Cricket Square, Hutchins Drive
P.o. Box 2681
Grand Cayman E9 KY1-1111
No No No Yes
1580769 Engaged Capital Holdings, Llc 610 Newport Center Drive
Suite 250
Newport Beach CA 92660
No No No Yes
1580771 W. Glenn Welling C/o Engaged Capital, Llc
610 Newport Center Dr. Suite 250
Newport Beach CA 92660
No No No Yes
1619827 Engaged Capital Flagship Fund, Ltd. 610 Newport Center Drive
Suite 250
Newport Beach CA 92660
No No No Yes
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.01 Per Share Disposition 2017-01-11 347,850 $6.35 3,105,124 No 4 S Indirect By: Engaged Capital Flagship Master Fund, LP
Common Stock, Par Value $0.01 Per Share Disposition 2017-01-11 52,150 $6.35 347,850 No 4 S Indirect By: Managed Account of Engaged Capital, LLC
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect By: Engaged Capital Flagship Master Fund, LP
No 4 S Indirect By: Managed Account of Engaged Capital, LLC
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock, Par Value $0.01 Per Share 5.00% Exchangeable Senior Notes due 2021 Acquisiton 2017-01-11 0 $4,496,288.00 544,674 $8.26
Common Stock, Par Value $0.01 Per Share 5.00% Exchangeable Senior Notes due 2021 Acquisiton 2017-01-11 0 $503,712.00 61,019 $8.26
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2021-03-01 No 4 P Indirect
0 2021-03-01 No 4 P Indirect
Footnotes
  1. This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that no longer collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
  2. Securities owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.
  3. Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the securities held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.
  4. The 5.00% Exchangeable Senior Notes due 2021 (the "Convertible Notes") bear interest at a rate of 5.00% per annum, with interest payable semiannually. The principal of the Convertible Notes is convertible into shares of the Issuer's Common Stock at any time after their issuance at a conversion price of approximately $8.2550 per share, subject to adjustment in certain circumstances in accordance with the terms of the Convertible Notes; however, the Convertible Notes are subject to a blocker provision that precludes holders from converting the Convertible Notes to the extent that the holder and its affiliates would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in excess of 9.99% of the Issuer's shares outstanding immediately after giving effect to such conversion.
  5. At the time the Convertible Notes were purchased (pre-market January 11, 2017), the market value of the Issuer's Common Stock was $6.35, based off of the closing price of the Common Stock on January 10, 2017. On January 11, 2017, the Common Stock opened at $6.55 and closed at $6.70, with a low of $6.40 and a high of $6.85 during the day. As such, in accordance with Rule 16b-6(c)(2) under the Exchange Act, there are no recoverable profits in connection with the transactions reported herein.
  6. Effective July 1, 2016, Engaged Capital Master Feeder II, LP changed its name to Engaged Capital Flagship Master Fund, LP, Engaged Capital II, LP changed its name to Engaged Capital Flagship Fund, LP and Engaged Capital II Offshore Ltd. changed its name to Engaged Capital Flagship Fund, Ltd.