MAGNACHIP SEMICONDUCTOR Corp — Director's Dealing 2017

Jan 13, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAGNACHIP SEMICONDUCTOR Corp (MX)
CIK: 0001325702
Period of Report: 2017-01-11

Reporting Person: Engaged Capital LLC (See Footnote 1)
Reporting Person: Welling Glenn W. (See Footnote 1)
Reporting Person: Engaged Capital Holdings, LLC (See Footnote 1)
Reporting Person: Engaged Capital Flagship Master Fund, LP (See Footnote 1)
Reporting Person: Engaged Capital Flagship Fund, L.P. (See Footnote 1)
Reporting Person: Engaged Capital Flagship Fund, Ltd. (See Footnote 1)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-11	Common Stock, par value $0.01 per share	S	347850	$6.35	Disposed	3105124	Indirect
2017-01-11	Common Stock, par value $0.01 per share	S	52150	$6.35	Disposed	347850	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-11	5.00% Exchangeable Senior Notes due 2021	$8.2550	P		Acquired	2021-03-01	Common Stock, par value $0.01 per share (544674)	Indirect
2017-01-11	5.00% Exchangeable Senior Notes due 2021	$8.2550	P		Acquired	2021-03-01	Common Stock, par value $0.01 per share (61019)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.