SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LASRY MARC

(Last) (First) (Middle)
C/O AVENUE CAPITAL MANAGEMENT II, L.P.
399 PARK AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MAGNACHIP SEMICONDUCTOR Corp [ MX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value 08/15/2017 S 1,234,715 D $10.98 0 I See Footnotes(1)(2)(3)
Common Stock, $0.01 par value 08/15/2017 S 812,190 D $10.98 0 I See Footnotes(1)(2)(4)
Common Stock, $0.01 par value 08/15/2017 S 119,747 D $10.98 0 I See Footnotes(1)(2)(5)
Common Stock, $0.01 par value 08/15/2017 S 722,264 D $10.98 0 I See Footnotes(1)(2)(6)
Common Stock, $0.01 par value 08/15/2017 S 84,924 D $10.98 0 I See Footnotes(1)(2)(7)
Common Stock, $0.01 par value 08/15/2017 S 496,023 D $10.98 0 I See Footnotes(1)(2)(8)
Common Stock, $0.01 par value 08/15/2017 S 619,115 D $10.98 0 I See Footnotes(1)(2)(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
LASRY MARC

(Last) (First) (Middle)
C/O AVENUE CAPITAL MANAGEMENT II, L.P.
399 PARK AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avenue International Master, L.P.

(Last) (First) (Middle)
C/O AVENUE CAPITAL MANAGEMENT II, L.P.
399 PARK AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AVENUE INTERNATIONAL, LTD.

(Last) (First) (Middle)
C/O AVENUE CAPITAL MANAGEMENT II, L.P.
399 PARK AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avenue International Master GenPar, Ltd.

(Last) (First) (Middle)
C/O AVENUE CAPITAL MANAGEMENT II, L.P.
399 PARK AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avenue Partners, LLC

(Last) (First) (Middle)
C/O AVENUE CAPITAL MANAGEMENT II, L.P.
399 PARK AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avenue Capital Management II, L.P.

(Last) (First) (Middle)
399 PARK AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Avenue Capital Management II GenPar, LLC

(Last) (First) (Middle)
399 PARK AVENUE, 6TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. 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 Ltd."), Avenue International Master GenPar, Ltd. ("Avenue International GenPar"), Avenue Partners, LLC ("Avenue Partners"), Avenue Capital Partners IV, LLC ("Avenue Capital IV"), GL Partners IV, LLC ("GL IV"), Avenue Capital Partners V, LLC ("Avenue Capital V"), GL Partners V, LLC ("GL V"), Avenue PPF Opportunities Fund GenPar, LLC ("Avenue PPF Opportunities GenPar"), Avenue Capital Management II, L.P. ("Avenue Capital Management II"), Avenue Capital Management II GenPar, LLC ("GenPar") or Marc Lasry ("Lasry") (the "Controlling Persons") is or was for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended,
2. (Continued from footnote 1) or otherwise the beneficial owner of any of the shares of common stock, par value $0.01 per share (the "Common Stock") directly held by Avenue International Master, L.P. ("Avenue International"), Avenue Investments, L.P. ("Avenue Investments"), Avenue-CDP Global Opportunities Fund, L.P. ("Avenue-CDP"), Avenue Special Situations Fund IV, L.P. ("Avenue Spec IV"), Avenue Special Situations Fund V, L.P. ("Avenue Spec V"), Avenue PPF Opportunities Fund, L.P. ("Avenue PPF Opportunities") and Avenue EnTrust Customized Portfolio SPC ("Avenue EnTrust SPC"). Pursuant to Rule 16a-1, the Controlling Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein.
3. These shares of Common Stock were held directly by Avenue International. International Ltd. is the sole limited partner of Avenue International, Avenue International GenPar serves as the general partner of Avenue International and Avenue Partners is the sole shareholder of Avenue International GenPar. Avenue Capital Management II is an investment adviser to Avenue International. GenPar is the general partner of Avenue Capital Management II. Lasry is the managing member of Avenue Partners and GenPar. In such capacity, Lasry is deemed to be the indirect beneficial owner of the securities reported by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ) is a fractional indirect interest in such amount.
4. These shares of Common Stock were held directly by Avenue PPF Opportunities. Avenue PPF Opportunities Fund GenPar, LLC, a Delaware limited liability company ("Avenue PPF Opportunities GenPar") is the general partner of Avenue PPF Opportunities. Avenue Capital Management II is an investment adviser to Avenue PPF Opportunities. Genpar is the general partner of Avenue Capital Management II. Lasry is the managing member of Avenue PPF Opportunities GenPar and GenPar. In such capacity, Lasry is deemed to be the indirect beneficial owner of the securities reported by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ) is a fractional interest in such amount.
5. These shares of Common Stock were held directly by Avenue EnTrust SPC. Avenue Capital Management II is an investment adviser to Avenue EnTrust SPC. Genpar is the general partner of Avenue Capital Management II. Lasry is the director of Avenue EnTrust SPC and the managing member of GenPar. In such capacity, Lasry is deemed to be the indirect beneficial owner of the securities reported by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ) is a fractional indirect interest in such amount.
6. These shares of Common Stock were held directly by Avenue Investments. Avenue Partners is the general partner of Avenue Investments. Avenue Capital Management II is an investment adviser to Avenue Investments. GenPar is the general partner of Avenue Capital Management II. Lasry is the managing member of Avenue Partners and GenPar. In such capacity, Lasry is deemed to be the indirect beneficial owner of the securities reported by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ) is a fractional indirect interest in such amount.
7. These shares of Common Stock were held directly by Avenue-CDP. Global GenPar serves as the general partner of Avenue-CDP. Lasry is the managing member of Global GenPar. In such capacity, Lasry is deemed to be the indirect beneficial owner of the securities reported by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ) is a fractional indirect interest in such amount.
8. These shares of Common Stock were held directly by Avenue Spec IV. Avenue Capital IV serves as the general partner of Avenue Spec IV, and GL IV is the managing member of Avenue Capital IV. Avenue Capital Management II is an investment adviser to Avenue Spec IV. Genpar is the general partner of Avenue Capital Management II. Lasry is the managing member of GL IV and GenPar. In such capacity, Lasry is deemed to be the indirect beneficial owner of the securities reported by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ) is a fractional indirect interest in such amount.
9. These shares of Common Stock were held directly by Avenue Spec V. Avenue Capital V serves as the general partner of Avenue Spec V, and GL V is the managing member of Avenue Capital V. Avenue Capital Management II is an investment adviser to Avenue Spec V. Genpar is the general partner of Avenue Capital Management II. Lasry is the managing member of GL V and GenPar. In such capacity, Lasry is deemed to be the indirect beneficial owner of the securities reported by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ) is a fractional indirect interest in such amount.
Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.
Avenue International Master, L.P. By: Avenue International Master GenPar, Ltd., its General Partner, By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Director 08/17/2017
Avenue International, Ltd., By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Director 08/17/2017
Avenue International Master GenPar, Ltd., By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Director 08/17/2017
Avenue Partners, LLC, By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Managing Member 08/17/2017
Avenue Capital Management II, L.P., By: Avenue Capital Management II GenPar, LLC, its General Partner, By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Managing Member 08/17/2017
Avenue Capital Management II, GenPar, LLC, By: /s/ Eric Ross, attorney-in-fact for Marc Lasry, Managing Member 08/17/2017
/s/ Eric Ross, attorney-in-fact for Marc Lasry 08/17/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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