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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	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

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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

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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

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.
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.
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.
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.
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.
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.