MAGNACHIP SEMICONDUCTOR Corp — Director's Dealing 2011

Mar 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAGNACHIP SEMICONDUCTOR Corp (MX)
CIK: 0001325702
Period of Report: 2011-03-16

Reporting Person: Avenue Special Situations Fund IV LP (Director, 10% Owner)
Reporting Person: Avenue Capital Partners IV, LLC (10% Owner)
Reporting Person: GL Partners IV, LLC (10% Owner)
Reporting Person: Avenue Special Situations Fund V LP (Director, 10% Owner)
Reporting Person: Avenue Capital Partners V, LLC (10% Owner)
Reporting Person: GL Partners V, LLC (10% Owner)
Reporting Person: Avenue Capital Management II, L.P. (10% Owner)
Reporting Person: Avenue Capital Management II GenPar, LLC (10% Owner)
Reporting Person: LASRY MARC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-10	Common Stock, $0.01 par value	A	8648373	—	Acquired	8648373	Direct
2011-03-10	Common Stock, $0.01 par value	A	10844551	—	Acquired	10844551	Direct
2011-03-16	Common Stock, $0.01 par value	S	2121415	$13.02	Disposed	6526958	Direct
2011-03-16	Common Stock, $0.01 par value	S	2660130	$13.02	Disposed	8184421	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-10	Warrants	$15.76	A	158910	Acquired	2014-11-09	Common Stock, $0.01 par value (158910)	Direct
2011-03-10	Warrants	$15.76	A	272715	Acquired	2014-11-09	Common Stock, $0.01 par value (272715)	Direct

Footnotes

F1: The persons reporting on this Form 4 (the "Reporting Persons") originally acquired common units and warrants exercisable to purchase common units in connection with the reorganization of MagnaChip Semiconductor LLC, which converted into MagnaChip Semiconductor Corporation (the "Issuer"). The conversion, which is exempt under Rule 16b-7, resulted in the Reporting Persons receiving shares of Common Stock, par value $0.01 (the "Common Stock"), and the warrants exercisable to purchase shares of Common Stock. The acquisition was approved in advance in accordance with Rule 16b-3.

F2: The filing of this Form 4 shall not be construed as an admission that Avenue Capital Partners IV, LLC ("Capital Partners IV"), GL Partners IV, LLC ("GL Partners IV"), Avenue Capital Partners V, LLC ("Capital Partners V"), GL Partners V, LLC ("GL Partners V"), Avenue Capital Management II, L.P. ("Avenue Capital Management"), Avenue Capital Management II GenPar, LLC ("Avenue Capital Management GenPar") or Marc Lasry (collectively, the "Controlling Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock of the Issuer directly held by Avenue Special Situations Fund IV, L.P. ("Fund IV") and Avenue Special Situations Fund V, L.P. ("Fund V"). Pursuant to Rule 16a-1, the Controlling Persons disclaim such beneficial ownership except to the extent of their pecuniary interest therein.

F3: Fund IV received directly 8,648,373 shares of Common Stock of the Issuer as a result of the conversion. Capital Partners IV serves as the general partner of Fund IV, and GL Partners IV serves as the managing member of Capital Partners IV. Each of Capital Partners IV and GL Partners IV holds indirectly the 8,648,373 shares of Common Stock of the Issuer held directly by Fund IV. Capital Partners IV has a direct performance-based allocation from Fund IV and GL Partners IV, as the managing member of Capital Partners IV, has an indirect interest in such allocation. Mr. Lasry owns an interest in Capital Partners IV and GL Partners IV and receives a portion of the profits allocation related to Fund IV.

F4: Fund V received directly 10,844,551 shares of Common Stock of the Issuer as a result of the conversion. Capital Partners V serves as the general partner of Fund V, and GL Partners V serves as the managing member of Capital Partners V. Each of Capital Partners V and GL Partners V holds indirectly the 10,844,551 shares of Common Stock of the Issuer held directly by Fund V. Capital Partners V has a direct performance-based allocation from Fund V and GL Partners V, as the managing member of Capital Partners V, has an indirect interest in such allocation. Mr. Lasry owns an interest in Capital Partners V and GL Partners V and receives a portion of the profits allocation related to Fund V.

F5: Fund IV holds directly 6,526,958 shares of Common Stock of the Issuer. Capital Partners IV serves as the general partner of Fund IV, and GL Partners IV serves as the managing member of Capital Partners IV. Each of Capital Partners IV and GL Partners IV holds indirectly the 6,526,958 shares of Common Stock of the Issuer held directly by Fund IV. Capital Partners IV has a direct performance-based allocation from Fund IV and GL Partners IV, as the managing member of Capital Partners IV, has an indirect interest in such allocation. Mr. Lasry owns an interest in Capital Partners IV and GL Partners IV and receives a portion of the profits allocation related to Fund IV.

F6: Fund V holds directly 8,184,421 shares of Common Stock of the Issuer. Capital Partners V serves as the general partner of Fund V, and GL Partners V serves as the managing member of Capital Partners V. Each of Capital Partners V and GL Partners V holds indirectly the 8,184,421 shares of Common Stock of the Issuer held directly by Fund V. Capital Partners V has a direct performance-based allocation from Fund V and GL Partners V, as the managing member of Capital Partners V, has an indirect interest in such allocation. Mr. Lasry owns an interest in Capital Partners V and GL Partners V and receives a portion of the profits allocation related to Fund V.

F7: Fund IV received directly 158,910 warrants exercisable to purchase shares of Common Stock of the Issuer as a result of the conversion. Capital Partners IV serves as the general partner of Fund IV, and GL Partners IV serves as the managing member of Capital Partners IV. Each of Capital Partners IV and GL Partners IV holds indirectly the 158,910 warrants exercisable to purchase shares of Common Stock of the Issuer held directly by Fund IV. Capital Partners IV has a direct performance-based allocation from Fund IV and GL Partners IV, as the managing member of Capital Partners IV, has an indirect interest in such allocation. Mr. Lasry owns an interest in Capital Partners IV and GL Partners IV and receives a portion of the profits allocation related to Fund IV.

F8: Fund V received directly 272,715 warrants exercisable to purchase shares of Common Stock of the Issuer as a result of the conversion. Capital Partners V serves as the general partner of Fund V, and GL Partners V serves as the managing member of Capital Partners V. Each of Capital Partners V and GL Partners V holds indirectly the 272,715 warrants exercisable to purchase shares of Common Stock of the Issuer held directly by Fund V. Capital Partners V has a direct performance-based allocation from Fund V and GL Partners V, as the managing member of Capital Partners V, has an indirect interest in such allocation. Mr. Lasry owns an interest in Capital Partners V and GL Partners V and receives a portion of the profits allocation related to Fund V.