SC 13G 1 a7000013ga.htm Licensed to: morgan lewis Document created using EDGARfilings PROfile 3.6.1.0 Copyright 1995 - 2016 Summit Financial Printing, LLC. All rights reserved.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
| SCHEDULE 13G |
| Under the Securities Exchange Act of 1934 |
| (Amendment No. ) * |
| MagnaChip Semiconductor Corporation |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| February 16, 2016 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
- The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Pleasant Lake Partners LLC |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) [ ] |
|
(b) [x] |
| 3 |
SEC Use Only |
| 4 |
Citizenship or Place of Organization. Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With |
| 6 Shared Voting Power 3,419,817 shares Refer to Item 4 below. |
| 7 Sole Dispositive Power 0 shares |
| 8 Shared Dispositive Power 3,419,817 shares Refer to Item 4 below. |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,419,817 shares Refer to Item 4 below. |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A |
| 11 |
Percent of Class Represented by Amount in Row (9)* 9.8% Refer to Item 4 below. |
| 12 |
Type of Reporting Person (See Instructions) OO (Limited Liability Company) |
| 1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) PLP MM LLC |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) [ ] |
|
(b) [x] |
| 3 |
SEC Use Only |
| 4 |
Citizenship or Place of Organization. Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With |
| 6 Shared Voting Power 3,419,817 shares Refer to Item 4 below. |
| 7 Sole Dispositive Power 0 shares |
| 8 Shared Dispositive Power 3,419,817 shares Refer to Item 4 below. |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,419,817 shares Refer to Item 4 below. |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A |
| 11 |
Percent of Class Represented by Amount in Row (9)* 9.8% Refer to Item 4 below. |
| 12 |
Type of Reporting Person (See Instructions) OO (Limited Liability Company) |
| 1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Pleasant Lake Onshore GP LLC |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) [ ] |
|
(b) [x] |
| 3 |
SEC Use Only |
| 4 |
Citizenship or Place of Organization. Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person With |
| 6 Shared Voting Power 3,419,817 shares Refer to Item 4 below. |
| 7 Sole Dispositive Power 0 shares |
| 8 Shared Dispositive Power 3,419,817 shares Refer to Item 4 below. |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,419,817 shares Refer to Item 4 below. |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A |
| 11 |
Percent of Class Represented by Amount in Row (9)* 9.8% Refer to Item 4 below. |
| 12 |
Type of Reporting Person (See Instructions) OO (Limited Liability Company) |
| 1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Pleasant Lake Offshore Master Fund L.P. |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) [ ] |
|
(b) [x] |
| 3 |
SEC Use Only |
| 4 |
Citizenship or Place of Organization. Cayman Islands |
| Number of Shares Beneficially Owned by Each Reporting Person With |
| 6 Shared Voting Power 3,419,817 shares Refer to Item 4 below. |
| 7 Sole Dispositive Power 0 shares |
| 8 Shared Dispositive Power 3,419,817 shares Refer to Item 4 below. |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,419,817 shares Refer to Item 4 below. |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A |
| 11 |
Percent of Class Represented by Amount in Row (9)* 9.8% Refer to Item 4 below. |
| 12 |
Type of Reporting Person (See Instructions) PN (Limited Partnership) |
| 1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jonathan Lennon |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) [ ] |
|
(b) [x] |
| 3 |
SEC Use Only |
| 4 |
Citizenship or Place of Organization. United States |
| Number of Shares Beneficially Owned by Each Reporting Person With |
| 6 Shared Voting Power 3,419,817 shares Refer to Item 4 below. |
| 7 Sole Dispositive Power 0 shares |
| 8 Shared Dispositive Power 3,419,817 shares Refer to Item 4 below. |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person 3,419,817 shares Refer to Item 4 below. |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] N/A |
| 11 |
Percent of Class Represented by Amount in Row (9)* 9.8% Refer to Item 4 below. |
| 12 |
Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G
The Reporting Persons initially reported their beneficial ownership of shares of Common Stock of the Issuer on a Schedule 13G filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2015 and subsequently reported their beneficial ownership on a Schedule 13D filed with the Commission on June 10, 2015 (as amended, the “Schedule 13D”). Pursuant to Rule 13d-1(h), the Reporting Persons are eligible to report their beneficial ownership of shares of Common Stock of the Issuer on a Schedule 13G, and this Schedule 13G shall operate as an amendment to the Schedule 13D.
ITEM 1.
| (a) |
Name of Issuer |
|
MagnaChip Semiconductor Corporation |
| (b) |
Address of Issuer’s Principal Executive Offices |
|
c/o MagnaChip Semiconductor S.A. 1, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg |
ITEM 2.
| (a) |
Name of Person Filing |
|
Pleasant Lake Partners LLC PLP MM LLC Pleasant Lake Onshore GP LLC Pleasant Lake Offshore Master Fund L.P. Jonathan Lennon |
| (b) |
Address of Principal Business Office or, if none, Residence |
|
110 Greene Street, Suite 604 New York, New York 10012 |
| (c) |
Citizenship |
|
Pleasant Lake Partners LLC - Delaware PLP MM LLC – Delaware Pleasant Lake Onshore GP LLC - Delaware Pleasant Lake Offshore Master Fund L.P. - Cayman Islands Jonathan Lennon - United States |
| (d) |
Title of Class of Securities |
|
Common Stock |
| (e) |
CUSIP Number |
|
55933J203 |
ITEM 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) |
[ ] |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) |
[ ] |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) |
[ ] |
Insurance Company as defined in Section 3(a)(19) of the Act |
| (d) |
[ ] |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) |
[ ] |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) |
[ ] |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) |
[ ] |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) |
[ ] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) |
[ ] |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) |
[ ] |
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); |
| (k) |
[ ] |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
ITEM 4. Ownership***
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Shares reported herein represent shares beneficially owned by Pleasant Lake Offshore Master Fund L.P., for which Pleasant Lake Partners LLC (“PLP”) serves as the investment manager and for which Pleasant Lake Onshore GP LLC (“GP LLC”) serves as General Partner. PLP MM LLC is the managing member of PLP. Jonathan Lennon serves as manager of PLP MM LLC and GP LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
| (a) |
Amount Beneficially Owned*** |
|
Pleasant Lake Partners LLC - 3,419,817 shares PLP MM LLC - 3,419,817 shares Pleasant Lake Onshore GP LLC - 3,419,817 shares Pleasant Lake Offshore Master Fund L.P. - 3,419,817 shares Jonathan Lennon - 3,419,817 shares |
| (b) |
Percent of Class |
|
Pleasant Lake Partners LLC - 9.8% PLP MM LLC - 9.8% Pleasant Lake Onshore GP LLC – 9.8% Pleasant Lake Offshore Master Fund L.P. - 9.8% Jonathan Lennon - 9.8% |
| (c) |
|
| (i) |
sole power to vote or to direct the vote |
|
Pleasant Lake Partners LLC - 0 shares PLP MM LLC - 0 shares Pleasant Lake Onshore GP LLC - 0 shares Pleasant Lake Offshore Master Fund L.P. - 0 shares Jonathan Lennon - 0 shares |
| (ii) |
shared power to vote or to direct the vote |
|
Pleasant Lake Partners LLC - 3,419,817 shares PLP MM LLC - 3,419,817 shares Pleasant Lake Onshore GP LLC - 3,419,817 shares Pleasant Lake Offshore Master Fund L.P. - 3,419,817 shares Jonathan Lennon - 3,419,817 shares |
| (iii) |
sole power to dispose or to direct the disposition of |
|
Pleasant Lake Partners LLC - 0 shares PLP MM LLC - 0 shares Pleasant Lake Onshore GP LLC - 0 shares Pleasant Lake Offshore Master Fund L.P. - 0 shares Jonathan Lennon - 0 shares |
| (iv) |
shared power to dispose or to direct the disposition of |
|
Pleasant Lake Partners LLC - 3,419,817 shares PLP MM LLC - 3,419,817 shares Pleasant Lake Onshore GP LLC - 3,419,817 shares Pleasant Lake Offshore Master Fund L.P. - 3,419,817 shares Jonathan Lennon - 3,419,817 shares |
ITEM 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
ITEM 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| Exhibits |
Exhibit |
| 99.1 |
Joint Filing Agreement by and among the Reporting Persons |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
| February 16, 2016 |
| By: PLP MM LLC |
| its Managing Member |
| By: /s/ Jonathan Lennon |
| Jonathan Lennon, Manager |
| PLP MM LLC |
| By: /s/ Jonathan Lennon |
| Jonathan Lennon, Manager |
| PLEASANT LAKE ONSHORE GP LLC |
| By: /s/ Jonathan Lennon |
| Jonathan Lennon, Manager |
| PLEASANT LAKE OFFSHORE MASTER FUND L.P. |
| By: Pleasant Lake Onshore GP LLC |
| its General Partner |
| By: /s/ Jonathan Lennon |
| Jonathan Lennon, Manager |
| JONATHAN LENNON |
| By: /s/ Jonathan Lennon |
| Jonathan Lennon, Individually |