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4//SEC Filing

Engaged Capital II Offshore, Ltd. 4

Accession 0000921895-16-004838

CIK 0001325702other
View on SEC.govCompany Profile

Filed

Jun 2, 8:00 PM ET

Accepted

Jun 3, 5:33 PM ET

Size

25.7 KB

Accession

0000921895-16-004838

Insider Transaction Report

Form 4
Period: 2016-06-01
MAGNACHIP SEMICONDUCTOR CorpMX
ENGAGED CAPITAL I LP
Other
Transactions
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01−1,017,209→ 0 total(indirect: By: Engaged Capital Master Feeder I, LP)
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01+1,017,209→ 3,452,974 total(indirect: By: Engaged Capital Master Feeder II, LP)
Holdings

  • Common Stock, par value $0.001 per share

    (indirect: By LLC)
    400,000
ENGAGED CAPITAL II LP
Other
Transactions
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01−1,017,209→ 0 total(indirect: By: Engaged Capital Master Feeder I, LP)
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01+1,017,209→ 3,452,974 total(indirect: By: Engaged Capital Master Feeder II, LP)
Holdings

  • Common Stock, par value $0.001 per share

    (indirect: By LLC)
    400,000
Engaged Capital LLC
10% Owner
Transactions
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01+1,017,209→ 3,452,974 total(indirect: By: Engaged Capital Master Feeder II, LP)
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01−1,017,209→ 0 total(indirect: By: Engaged Capital Master Feeder I, LP)
Holdings

  • Common Stock, par value $0.001 per share

    (indirect: By LLC)
    400,000
Welling Glenn W.
10% Owner
Transactions
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01−1,017,209→ 0 total(indirect: By: Engaged Capital Master Feeder I, LP)
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01+1,017,209→ 3,452,974 total(indirect: By: Engaged Capital Master Feeder II, LP)
Holdings

  • Common Stock, par value $0.001 per share

    (indirect: By LLC)
    400,000
Engaged Capital Holdings, LLC
10% Owner
Transactions
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01−1,017,209→ 0 total(indirect: By: Engaged Capital Master Feeder I, LP)
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01+1,017,209→ 3,452,974 total(indirect: By: Engaged Capital Master Feeder II, LP)
Holdings

  • Common Stock, par value $0.001 per share

    (indirect: By LLC)
    400,000
Engaged Capital Master Feeder I, LP
Other
Transactions
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01+1,017,209→ 3,452,974 total(indirect: By: Engaged Capital Master Feeder II, LP)
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01−1,017,209→ 0 total(indirect: By: Engaged Capital Master Feeder I, LP)
Holdings

  • Common Stock, par value $0.001 per share

    (indirect: By LLC)
    400,000
Engaged Capital I Offshore Ltd
Other
Transactions
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01−1,017,209→ 0 total(indirect: By: Engaged Capital Master Feeder I, LP)
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01+1,017,209→ 3,452,974 total(indirect: By: Engaged Capital Master Feeder II, LP)
Holdings

  • Common Stock, par value $0.001 per share

    (indirect: By LLC)
    400,000
Engaged Capital Flagship Master Fund, LP
Other
Transactions
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01−1,017,209→ 0 total(indirect: By: Engaged Capital Master Feeder I, LP)
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01+1,017,209→ 3,452,974 total(indirect: By: Engaged Capital Master Feeder II, LP)
Holdings

  • Common Stock, par value $0.001 per share

    (indirect: By LLC)
    400,000
Engaged Capital II Offshore, Ltd.
Other
Transactions
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01−1,017,209→ 0 total(indirect: By: Engaged Capital Master Feeder I, LP)
  • Other

    Common Stock, par value $0.001 per share

    2016-06-01+1,017,209→ 3,452,974 total(indirect: By: Engaged Capital Master Feeder II, LP)
Holdings

  • Common Stock, par value $0.001 per share

    (indirect: By LLC)
    400,000
Footnotes (5)
  • [F1]This Form 4 is filed jointly by Engaged Capital Master Feeder I, LP ("Engaged Capital Master I"), Engaged Capital Master Feeder II, LP ("Engaged Capital Master II"), Engaged Capital I, LP ("Engaged Capital I"), Engaged Capital I Offshore, Ltd. ("Engaged Capital Offshore"), Engaged Capital II, LP ("Engaged Capital II"), Engaged Capital II Offshore Ltd. ("Engaged Capital Offshore II"), 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 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]Shares owned directly by Engaged Capital Master I. As feeder funds of Engaged Capital Master I, each of Engaged Capital I and Engaged Capital Offshore may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. As the general partner and investment adviser of Engaged Capital Master I, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. Mr. Welling, as the founder and Chief Investment Officer ("CIO") of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Master I.
  • [F3]Shares owned directly by Engaged Capital Master II. As feeder funds of Engaged Capital Master II, each of Engaged Capital II and Engaged Capital Offshore II may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. As the general partner and investment adviser of Engaged Capital Master II, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. Mr. Welling, as the founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Master II.
  • [F4]Shares 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 shares held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account. Mr. Welling, as the founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares held in the Engaged Capital Account.
  • [F5]Represents a pro rata distribution of shares from Engaged Capital Master I to its partners and an in-kind contribution by such partners of such shares to Engaged Capital Master II. The transfer of shares from Engaged Capital Master I to Engaged Capital Master II was accomplished in-kind without the exchange of consideration. Following the pro rata distribution, Engaged Capital Master I, Engaged Capital I and Engaged Capital Offshore no longer beneficially owned any shares and shall cease to be Reporting Persons immediately following the filing of this Form 4.

Documents

1 file

Issuer

MAGNACHIP SEMICONDUCTOR Corp

CIK 0001325702

→
Entity typeother
IncorporatedCayman Islands

Related Parties

1
  • filerCIK 0001619827

Filing Metadata

Form type
4
Filed
Jun 2, 8:00 PM ET
Accepted
Jun 3, 5:33 PM ET
Size
25.7 KB
View on SEC.gov