SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Shroff Gidu

(Last) (First) (Middle)
20400 STEVENS CREEK BOULEVARD, SUITE 370

(Street)
CUPERTINO CA 95014

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2011
3. Issuer Name and Ticker or Trading Symbol
MAGNACHIP SEMICONDUCTOR Corp [ MX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 03/11/2020 Common Stock 25,000 13.56 D
Explanation of Responses:
1. Option granted March 11, 2010, becoming vested and exercisable, subject to continued service: 34% on 3/11/2011; 9% on 6/11/2011; 8% on each of 9/11/2011, 12/11/2011, and 3/11/2012; 9% on 6/11/2012; and 8% on each of 9/11/2012, 12/11/2012, and 3/11/2013.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Micheal Reagan, Attorney-in-Fact 03/10/2011
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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                            LIMITED POWER OF ATTORNEY
                           FOR SECTION 16(a) REPORTING

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints John McFarland, Micheal J. Reagan, Yem Mai and
Charlotte X. Fu, and each of them, as the undersigned's true and lawful
attorney-in-fact (the "Attorney-in Fact"), with full power of substitution and
resubstitution, each with the power to act alone for the undersigned and in the
undersigned's name, place and stead, in any and all capacities to:

        1.      prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the Securities and Exchange Commission
("SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required or considered
advisable under Section 16(a) of the Securities Exchange Act of 1934 (the
"Exchange Act") or any rule or regulation of the SEC;

        2.      prepare, execute and submit to the SEC, any national securities
exchange or securities quotation system and MagnaChip Semiconductor LLC (which
will be converted into MagnaChip Semiconductor Corporation) (the "Company") any
and all reports (including any amendment thereto) of the undersigned required or
considered advisable under Section 16(a) of the Exchange Act and the rules and
regulations thereunder, with respect to the equity securities of the Company,
including Forms 3, 4 and 5; and

        3.      obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's equity
securities from any third party, including the Company and any brokers, dealers,
employee benefit plan administrators and trustees, and the undersigned hereby
authorizes any such third party to release any such information to the
Attorney-in-Fact.

        The undersigned acknowledges that:

        (a)     this Limited Power of Attorney authorizes, but does not require,
the Attorney-in-Fact to act at his or her discretion on information provided to
such Attorney-in-Fact without independent verification of such information;

        (b)     any documents prepared or executed by the Attorney-in-Fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will be in
such form and will contain such information as the Attorney-in-Fact, in his or
her discretion, deems necessary or desirable;

        (c)     neither the Company nor the Attorney-in-Fact assumes any
liability for the undersigned's responsibility to comply with the requirements
of Section 16 of the Exchange Act, any liability of the undersigned for any
failure to comply with such requirements, or any liability of the undersigned
for disgorgement of profits under Section 16(b) of the Exchange Act; and

        (d)     this Limited Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned's obligations under
Section 16 of the Exchange Act, including, without limitation, the reporting
requirements under Section 16(a) of the Exchange Act.

        The undersigned hereby grants to the Attorney-in-Fact full power and
authority to do and perform each and every act and thing requisite, necessary or
convenient to be done in connection with the foregoing, as fully, to all intents
and purposes, as the undersigned might or could do in person, hereby ratifying
and confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this Limited
Power of Attorney.

        This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 4 or 5 with respect to
the undersigned's holdings of and transactions in equity securities of the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the Attorney-in-Fact.

        IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of June 2, 2010.

                             Signature: /s/ Gidu Shroff
                                        ---------------------------------------
                             Print Name: Gidu Shroff