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 Investments, L.P. (Director, 10% Owner)
Reporting Person: Avenue CDP Global Opportunities Fund LP (Director)
Reporting Person: Avenue International Master, L.P. (Director, 10% Owner)
Reporting Person: AVENUE INTERNATIONAL, LTD. (10% Owner)
Reporting Person: Avenue International Master GenPar, Ltd. (10% Owner)
Reporting Person: Avenue Partners, 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	1458684	—	Acquired	1458684	Direct
2011-03-10	Common Stock, $0.01 par value	A	1482770	—	Acquired	1482770	Direct
2011-03-10	Common Stock, $0.01 par value	A	4375589	—	Acquired	4375589	Direct
2011-03-16	Common Stock, $0.01 par value	S	357810	$13.02	Disposed	1100874	Direct
2011-03-16	Common Stock, $0.01 par value	S	363718	$13.02	Disposed	1119052	Direct
2011-03-16	Common Stock, $0.01 par value	S	1073316	$13.02	Disposed	3302273	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-10	Warrants	$15.76	A	23573	Acquired	2014-11-09	Common Stock, $0.01 par value (23573)	Direct
2011-03-10	Warrants	$15.76	A	30315	Acquired	2014-11-09	Common Stock, $0.01 par value (30315)	Direct
2011-03-10	Warrants	$15.76	A	70448	Acquired	2014-11-09	Common Stock, $0.01 par value (70448)	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 Global Opportunities GenPar, LLC ("Global GenPar"), Avenue International, Ltd. ("International"), Avenue International Master GenPar, Ltd. ("International GenPar"), Avenue Partners, LLC ("Avenue Partners"), Avenue Capital Management II, L.P. ("Avenue Capital Management"), Avenue Capital Management II GenPar, LLC ("Capital Management GenPar") or Marc Lasry (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, $0.01 par value, of MagnaChip Semiconductor Corporation directly held by Avenue Investments, L.P. ("Avenue Investments"), Avenue-CDP Global Opportunities Fund, L.P. ("Avenue-CDP") and Avenue International Master, L.P. ("International Master"). Pursuant to Rule 16a-1, the Controlling Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein.

F3: Avenue Investments received directly 1,458,684 shares of Common Stock of the Issuer as a result of the conversion. Avenue Partners serves as the general partner of Avenue Investments. Avenue Partners holds indirectly the 1,458,684 shares of Common Stock of the Issuer held directly by Avenue Investments. Avenue Partners has a direct performance-based allocation from Avenue Investments. Mr. Lasry owns an interest in Avenue Partners and receives a portion of the profits allocation related to Avenue Investments.

F4: Avenue-CDP received directly 1,482,770 shares of Common Stock of the Issuer as a result of the conversion. Global GenPar serves as the general partner of Avenue-CDP. Global GenPar holds indirectly the 1,482,770 shares of Common Stock of the Issuer held directly by Avenue-CDP. Global GenPar has a direct performance-based allocation from Avenue-CDP. Mr. Lasry owns an interest in Global GenPar and receives a portion of the profits allocation related to Avenue-CDP.

F5: International Master received directly 4,375,589 shares of Common Stock of the Issuer as a result of the conversion. International is the sole limited partner of International Master, International GenPar serves as the general partner of International Master and Avenue Partners is the sole shareholder of International GenPar. Each of International, International GenPar and Avenue Partners holds indirectly the 4,375,589 shares of Common Stock of the Issuer held directly by International Master. International GenPar has a direct performance-based allocation from International Master, and Avenue Partners, as the sole shareholder of International GenPar, has an indirect interest in such allocation. Mr. Lasry owns an interest in International GenPar and Avenue Partners and receives a portion of the profits allocation related to International Master.

F6: Avenue Investments holds directly 1,100,874 shares of Common Stock of the Issuer. Avenue Partners serves as the general partner of Avenue Investments. Avenue Partners holds indirectly the 1,100,874 shares of Common Stock of the Issuer held directly by Avenue Investments. Avenue Partners has a direct performance-based allocation from Avenue Investments. Mr. Lasry owns an interest in Avenue Partners and receives a portion of the profits allocation related to Avenue Investments.

F7: Avenue-CDP holds directly 1,119,052 shares of Common Stock of the Issuer. Global GenPar serves as the general partner of Avenue-CDP. Global GenPar holds indirectly the 1,119,052 shares of Common Stock of the Issuer held directly by Avenue-CDP. Global GenPar has a direct performance-based allocation from Avenue-CDP. Mr. Lasry owns an interest in Global GenPar and receives a portion of the profits allocation related to Avenue-CDP.

F8: International Master holds directly 3,302,273 shares of Common Stock of the Issuer. International is the sole limited partner of International Master, International GenPar serves as the general partner of International Master and Avenue Partners is the sole shareholder of International GenPar. Each of International, International GenPar and Avenue Partners holds indirectly the 3,302,273 shares of Common Stock of the Issuer held directly by International Master. International GenPar has a direct performance-based allocation from International Master, and Avenue Partners, as the sole shareholder of International GenPar, has an indirect interest in such allocation. Mr. Lasry owns an interest in International GenPar and Avenue Partners and receives a portion of the profits allocation related to International Master.

F9: Avenue Investments received directly 23,573 warrants exercisable to purchase shares of Common Stock of the Issuer as a result of the conversion. Avenue Partners serves as the general partner of Avenue Investments. Avenue Partners holds indirectly the 23,573 warrants exercisable to purchase shares of Common Stock of the Issuer held directly by Avenue Investments. Avenue Partners has a direct performance-based allocation from Avenue Investments. Mr. Lasry owns an interest in Avenue Partners and receives a portion of the profits allocation related to Avenue Investments.

F10: Avenue-CDP received directly 30,315 warrants exercisable to purchase shares of Common Stock of the Issuer as a result of the conversion. Global GenPar serves as the general partner of Avenue-CDP. Global GenPar holds indirectly the 30,315 warrants exercisable to purchase shares of Common Stock of the Issuer held directly by Avenue-CDP. Global GenPar has a direct performance-based allocation from Avenue-CDP. Mr. Lasry owns an interest in Global GenPar and receives a portion of the profits allocation related to Avenue-CDP.

F11: International Master received directly 70,448 warrants exercisable to purchase shares of Common Stock of the Issuer as a result of the conversion. International is the sole limited partner of International Master, International GenPar serves as the general partner of International Master and Avenue Partners is the sole shareholder of International GenPar. Each of International, International GenPar and Avenue Partners holds indirectly the 70,448 warrants exercisable to purchase shares of Common Stock of the Issuer held directly by International Master. International GenPar has a direct performance-based allocation from International Master, and Avenue Partners, as the sole shareholder of International GenPar, has an indirect interest in such allocation. Mr. Lasry owns an interest in International GenPar and Avenue Partners and receives a portion of the profits allocation related to International Master.