UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)1

MagnaChip Semiconductor Corporation
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

55933J203
(CUSIP Number)
 
GLENN W. WELLING
ENGAGED CAPITAL, LLC
610 Newport Center Drive, Suite 250
Newport Beach, California 92660
(949) 734-7900

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 12, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨ .

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See  § 240.13d-7 for other parties to whom copies are to be sent.

_______________
1              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 disclosures provided in a prior cover page.

The information required on 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 ).

 

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Engaged Capital Master Feeder I, LP	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
WC	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
1,017,209	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
1,017,209	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,017,209	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%	 	 	 	
14	TYPE OF REPORTING PERSON
 
PN	 	 	 	

2

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Engaged Capital Master Feeder II, LP	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
WC	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
2,435,765	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
2,435,765	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,435,765	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0%	 	 	 	
14	TYPE OF REPORTING PERSON
 
PN	 	 	 	

3

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Engaged Capital I, LP	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
OO	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
1,017,209	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
1,017,209	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,017,209	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%	 	 	 	
14	TYPE OF REPORTING PERSON
 
PN	 	 	 	

4

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Engaged Capital I Offshore, Ltd.	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
OO	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
1,017,209	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
1,017,209	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,017,209	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.9%	 	 	 	
14	TYPE OF REPORTING PERSON
 
CO	 	 	 	

5

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Engaged Capital II, LP	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
OO	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
2,435,765	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
2,435,765	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,435,765	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0%	 	 	 	
14	TYPE OF REPORTING PERSON
 
PN	 	 	 	

6

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Engaged Capital II Offshore Ltd.	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
OO	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
2,435,765	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
2,435,765	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,435,765	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.0%	 	 	 	
14	TYPE OF REPORTING PERSON
 
CO	 	 	 	

7

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Engaged Capital, LLC	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
OO	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
3,852,974	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
3,852,974	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,852,974	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.1%	 	 	 	
14	TYPE OF REPORTING PERSON
 
OO	 	 	 	

8

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Engaged Capital Holdings, LLC	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
OO	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
3,852,974	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
3,852,974	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,852,974	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.1%	 	 	 	
14	TYPE OF REPORTING PERSON
 
OO	 	 	 	

9

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Glenn W. Welling	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
OO	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
3,852,974	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
3,852,974	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,852,974	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.1%	 	 	 	
14	TYPE OF REPORTING PERSON
 
IN	 	 	 	

10

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Melvin L. Keating	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
PF	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
- 0 -	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
- 0 -	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%	 	 	 	
14	TYPE OF REPORTING PERSON
 
IN	 	 	 	

11

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Camillo Martino	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
PF	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
AUSTRALIA	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
- 0 -	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
- 0 -	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%	 	 	 	
14	TYPE OF REPORTING PERSON
 
IN	 	 	 	

12

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Joseph Lash	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
PF	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
- 0 -	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
- 0 -	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%	 	 	 	
14	TYPE OF REPORTING PERSON
 
IN	 	 	 	

13

 
CUSIP No.55933J203
 
1	NAME OF REPORTING PERSON
 
Christopher B. Hetrick	 	
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	  (a) o
  (b) o	 	
3	SEC USE ONLY
 	 	
4	SOURCE OF FUNDS
 
PF	 	
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 	¨	 	
6	CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA	 	
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
 
- 0 -	 	
 	8	SHARED VOTING POWER
 
- 0 -	 	 	
 	9	SOLE DISPOSITIVE POWER
 
- 0 -	 	 	 	
 	10	SHARED DISPOSITIVE POWER
 
- 0 -	 	 	 	
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -	 	 	 	
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 	o	 	 	 	
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%	 	 	 	
14	TYPE OF REPORTING PERSON
 
IN	 	 	 	

14

 
CUSIP No.55933J203
 
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”).  This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2.	Identity and Background.	
 
Item 2 is hereby amended and restated to read as follows:
 
(a)           This statement is filed by:
 
 	(i)	Engaged Capital Master Feeder I, LP, a Cayman Islands exempted limited partnership (“Engaged Capital Master I”), with respect to the Shares directly and beneficially owned by it;	
 
 	(ii)	Engaged Capital Master Feeder II, LP, a Cayman Islands exempted limited partnership (“Engaged Capital Master II”), with respect to the Shares directly and beneficially owned by it;	
 
 	(iii)	Engaged Capital I, LP, a Delaware limited partnership (“Engaged Capital I”), as a feeder fund of Engaged Capital Master I;	
 
 	(iv)	Engaged Capital I Offshore, Ltd., a Cayman Islands exempted company (“Engaged Capital Offshore”), as a feeder fund of Engaged Capital Master I;	
 
 	(v)	Engaged Capital II, LP, a Delaware limited partnership (“Engaged Capital II”), as a feeder fund of Engaged Capital Master II;	
 
 	(vi)	Engaged Capital II Offshore Ltd., a Cayman Islands exempted company (“Engaged Capital Offshore II”), as a feeder fund of Engaged Capital Master II;	
 
 	(vii)	Engaged Capital, LLC, a Delaware limited liability company (“Engaged Capital”), as the general partner and investment advisor of each of Engaged Capital Master I and Engaged Capital Master II;	
 
 	(viii)	Engaged Capital Holdings, LLC, a Delaware limited liability company (“Engaged Holdings”), as the managing member of Engaged Capital;	
 
 	(ix)	Glenn W. Welling, as the founder and Chief Investment Officer (“CIO”) of Engaged Capital and the sole member of Engaged Holdings;	
 
 	(x)	Melvin L. Keating;	
 
 	(xi)	Camillo Martino;	
 
 	(xi)	Joseph Lash; and	
 
 	(xii)	Christopher B. Hetrick.	

15

 
CUSIP No.55933J203
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of Engaged Capital Master I, Engaged Capital Master II, Engaged Capital Offshore and Engaged Capital Offshore II is c/o Codan Trust Company (Cayman) Ltd., Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.  The address of the principal office of each of Engaged Capital I, Engaged Capital II, Engaged Capital, Engaged Holdings, Mr. Welling and Mr. Hetrick is 610 Newport Center Drive, Suite 250, Newport Beach, California 92660. The officers and directors of each of Engaged Capital Offshore and Engaged Capital Offshore II and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.  The address of the principal office of Mr. Keating is 46 Four Seasons Drive, North Caldwell, New Jersey 07006.  The address of the principal office of Mr. Martino is 18841 Graystone Lane, San Jose, California 95120.  The address of the principal office of Mr. Lash is 27A Imperial Avenue, Westport, Connecticut 06880.
 
(c)           The principal business of each of Engaged Capital Master I and Engaged Capital Master II is investing in securities.  Each of Engaged Capital I and Engaged Capital Offshore is a private investment partnership that serves as a feeder fund of Engaged Capital Master I.  Each of Engaged Capital II and Engaged Capital Offshore II is a private investment partnership that serves as a feeder fund of Engaged Capital Master II.  Engaged Capital is a registered investment advisor and serves as the investment adviser to each of Engaged Capital Master I, Engaged Capital Master II, Engaged Capital I, Engaged Capital Offshore, Engaged Capital II and Engaged Capital Offshore II. Engaged Capital is also the general partner of each of Engaged Capital Master I, Engaged Capital Master II, Engaged Capital I, and Engaged Capital II. Engaged Holdings serves as the managing member of Engaged Capital.  Mr. Welling is the Founder and CIO of Engaged Capital, the sole member of Engaged Holdings and a director of each of Engaged Capital Offshore and Engaged Capital Offshore II.  Mr. Keating is a consultant who provides investment advice and other services to private equity funds.  Mr. Camillo is an executive advisor to technology companies.  Mr. Lash is the Managing Member of VT Capital, LLC, a private equity.  Mr. Hetrick is Director of Research at Engaged Capital.
 
(d)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Engaged Capital Master I, Engaged Capital Master II, Engaged Capital Offshore and Engaged Capital Offshore II are organized under the laws of the Cayman Islands.  Engaged Capital I, Engaged Capital II, Engaged Capital and Engaged Holdings are organized under the laws of the State of Delaware.  Each of Messrs. Welling, Keating, Lash and Hetrick is a citizen of the United States of America.  Mr. Camillo is a citizen of Australia.  The citizenship of the persons listed on Schedule A is set forth therein.
 
Item 4.	Purpose of Transaction.	
 
Item 4 is hereby amended to add the following:

On May 12, 2016, Engaged Capital Master II (collectively with its affiliates, the “Engaged Nominating Parties”) delivered a letter to the Issuer nominating Melvin L. Keating, Camillo Martino, Joseph Lash and Christopher B. Hetrick (the “Nominees”) for election to the Board of Directors of the Issuer at the 2016 annual meeting of stockholders (the “Annual Meeting).

16

 
CUSIP No.55933J203
 
Item 5.	Interest in Securities of the Issuer.	
 
Items 5(a) – (c) are hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 34,698,904 Shares outstanding as of April 30, 2016, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 5, 2016.
 
As of the close of business on May 13, 2016, Engaged Capital Master I beneficially owned 1,017,209 Shares, constituting approximately 2.9% of the Shares outstanding. Each of Engaged Capital I and Engaged Capital Offshore, as feeder funds of Engaged Capital Master I, may be deemed to beneficially own the 1,017,209 Shares owned by Engaged Capital Master I, constituting approximately 2.9% of the Shares outstanding.
 
As of the close of business on May 13, 2016, Engaged Capital Master II beneficially owned 2,435,765 Shares, constituting approximately 7.0% of the Shares outstanding.  Each of Engaged Capital II and Engaged Capital Offshore II, as feeder funds of Engaged Capital Master II, may be deemed to beneficially own the 2,435,765 Shares owned by Engaged Capital Master II, constituting approximately 7.0% of the Shares outstanding.
 
As of the close of business on May 13, 2016, 400,000 Shares were held in the Engaged Capital Account, constituting approximately 1.2% of the Shares outstanding.
 
Engaged Capital, as the general partner and investment adviser of Engaged Capital Master I and Engaged Capital Master II and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 3,852,974 Shares owned in the aggregate by Engaged Capital Master I and Engaged Capital Master II and held in the Engaged Capital Account, constituting approximately 11.1% of the Shares outstanding.  Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 3,852,974 Shares owned in the aggregate by Engaged Capital Master I and Engaged Capital Master II and held in the Engaged Capital Account, constituting approximately 11.1% of the Shares outstanding.  Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 3,852,974 Shares owned in the aggregate by Engaged Capital Master I and Engaged Capital Master II and held in the Engaged Capital Account, constituting approximately 11.1% of the Shares outstanding.
 
As of the close of business on May 13, 2016, none of Messrs. Welling, Keating, Lash or Hetrick directly or indirectly beneficially owns any Shares.
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

17

 
CUSIP No.55933J203
 
(b)           By virtue of their respective positions with Engaged Capital Master I, each of Engaged Capital I, Engaged Capital Offshore, Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Master I.
 
By virtue of their respective positions with Engaged Capital Master II, each of Engaged Capital II, Engaged Capital Offshore II, Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares reported owned by Engaged Capital Master II.
 
By virtue of their respective positions with the Engaged Capital Account, each of Engaged Capital, Engaged Holdings and Mr. Welling may be deemed to have sole power to vote and dispose of the Shares held in the Engaged Capital Account.
 
(c)           None of the Reporting Persons has entered into any transactions in securities of the Issuer by the Reporting Persons during the past 60 days.
 
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.	
 
Item 6 is hereby amended to add the following:
 
On May 16, 2016, the Reporting Persons entered into a Joint Filing and Solicitation Agreement pursuant to which, among other things, the parties agreed to (a) the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer and (b) solicit proxies for the election of the Nominees at the Annual Meeting.  A copy of the Joint Filing and Solicitation Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
The Engaged Nominating Parties entered into letter agreements pursuant to which they agreed to indemnify each of Messrs. Messrs. Keating, Martino and Lash against claims arising from the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting and any related transactions.  A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference
 
Item 7.	Material to be Filed as Exhibits.	
 
 	99.1	Joint Filing and Solicitation Agreement by and among Engaged Capital Master Feeder I, LP, Engaged Capital Master Feeder II, LP, Engaged Capital I, LP, Engaged Capital I Offshore, Ltd., Engaged Capital II, LP, Engaged Capital II Offshore Ltd., Engaged Capital, LLC, Engaged Capital Holdings, LLC, Glenn W. Welling, Melvin L. Keating, Camillo Martino, Joseph Lash and Christopher B. Hetrick, dated May 16, 2016.	
 
 	99.2	Form of Indemnification Letter Agreement.	

18

 
CUSIP No.55933J203
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: May 16, 2016

 	Engaged Capital Master Feeder I, LP	
 	 	
 	By:	Engaged Capital, LLC
General Partner	
 	 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Founder and Chief Investment Officer	

 	Engaged Capital Master Feeder II, LP	
 	 	
 	By:	Engaged Capital, LLC
General Partner	
 	 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Founder and Chief Investment Officer	

 	Engaged Capital I, LP	
 	 	
 	By:	Engaged Capital, LLC
General Partner	
 	 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Founder and Chief Investment Officer	

 	Engaged Capital I Offshore, Ltd.	
 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Director	

19

 
CUSIP No.55933J203

 	Engaged Capital II, LP	
 	 	
 	By:	Engaged Capital, LLC
General Partner	
 	 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Founder and Chief Investment Officer	

 	Engaged Capital II Offshore Ltd.	
 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Director	

 	Engaged Capital, LLC	
 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Founder and Chief Investment Officer	

 	Engaged Capital Holdings, LLC	
 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Sole Member	

 	 	
 	/s/ Glenn W. Welling	
 	Glenn W. Welling	

 	 	
 	/s/ Melvin L. Keating	
 	Melvin L. Keating	

 	 	
 	/s/ Camillo Martino	
 	Camillo Martino	

 	 	
 	/s/ Joseph Lash	
 	Joseph Lash	

 	 	
 	/s/ Christopher B. Hetrick	
 	Christopher B. Hetrick	

20

 
CUSIP No.55933J203

SCHEDULE A
 
Directors and Officers of Engaged Capital I Offshore, Ltd. and Engaged Capital II Offshore Ltd.
 
Name and Position	Principal Occupation	Principal Business Address	Citizenship	
 	 	 	 	
Glenn W. Welling
Director*	 	 	 	
 	 	 	 	
Mark John Cook
Director	Company Director	3rd Floor, Harbour Centre
George Town, Grand Cayman
Cayman Islands	Australia	
 	 	 	 	
Mark Victor Murray
Director	Company Director	2F Landmark Square
64 Earth Close
Seven Mile Beach
Grand Cayman
Cayman Islands	United Kingdom & British Overseas Territory Citizen (Cayman Islands)	

*Mr. Welling is a Reporting Person and, as such, the information with respect to Mr. Welling called for by Item 2 of Schedule 13D is set forth therein.

Exhibit 99.1
 
JOINT FILING AND SOLICITATION AGREEMENT
 
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, MagnaChip Semiconductor Corporation, a Delaware corporation (the “Company”);
 
WHEREAS, Engaged Capital Master Feeder I, LP, a Cayman Islands exempted limited partnership, Engaged Capital Master Feeder II, LP, a Cayman Islands exempted limited partnership, Engaged Capital I, LP, a Delaware limited partnership, Engaged Capital I Offshore, Ltd., a Cayman Islands exempted company, Engaged Capital II, LP, a Delaware limited partnership, Engaged Capital II Offshore Ltd., a Cayman Islands exempted company, Engaged Capital, LLC, a Delaware limited liability company, Engaged Capital Holdings, LLC, a Delaware limited liability company, and Glenn W. Welling (collectively, “Engaged Capital”), Melvin L. Keating, Camillo Martino, Joseph Lash and Christopher B. Hetrick wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2016 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2016 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.
 
NOW, IT IS AGREED, this 16th day of May 2016 by the parties hereto:
 
1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.  Engaged Capital or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member prior to the filing or submission thereof.
 
2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) and Engaged Capital, LLC of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.
 
3.           Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the 2016 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
 
4.           Engaged Capital shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.
 
5.           Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Engaged Capital, or its representatives, which approval shall not be unreasonably withheld.
 
6.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

 

 
 
7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
8.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.
 
9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.
 
10.           Each party acknowledges that Olshan shall act as counsel for both the Group and Engaged Capital and its affiliates relating to their investment in the Company.
 
11.           Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

 

 
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

 	Engaged Capital Master Feeder I, LP	
 	 	
 	By:	Engaged Capital, LLC
General Partner	
 	 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Founder and Chief Investment Officer	

 	Engaged Capital Master Feeder II, LP	
 	 	
 	By:	Engaged Capital, LLC
General Partner	
 	 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Founder and Chief Investment Officer	

 	Engaged Capital I, LP	
 	 	
 	By:	Engaged Capital, LLC
General Partner	
 	 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Founder and Chief Investment Officer	

 	Engaged Capital I Offshore, Ltd.	
 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Director	

 

 

 	Engaged Capital II, LP	
 	 	
 	By:	Engaged Capital, LLC
General Partner	
 	 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Founder and Chief Investment Officer	

 	Engaged Capital II Offshore Ltd.	
 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Director	

 	Engaged Capital, LLC	
 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Founder and Chief Investment Officer	

 	Engaged Capital Holdings, LLC	
 	 	
 	By:	/s/ Glenn W. Welling	
 	 	Name:	Glenn W. Welling	
 	 	Title:	Sole Member	

 	/s/ Glenn W. Welling	
 	Glenn W. Welling	

 	/s/ Melvin L. Keating	
 	Melvin L. Keating	

 	/s/ Camillo Martino	
 	Camillo Martino	

 	/s/ Joseph Lash	
 	Joseph Lash	

 	/s/ Christopher B. Hetrick	
 	Christopher B. Hetrick	

 

Exhibit 99.2
 
ENGAGED CAPITAL MASTER FEEDER I, LP
c/o ENGAGED CAPITAL, LLC
610 Newport Center Drive, Suite 250
Newport Beach, California 92660	

May __, 2016

Re:  MagnaChip Semiconductor Corporation
 
Dear ___________:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of MagnaChip Semiconductor Corporation   (the “Company”) in connection with the proxy solicitation that Engaged Capital Master Feeder I, LP and its affiliates (collectively, the “Engaged Capital Group”) is considering undertaking to nominate and elect directors at the Company’s 2016 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Engaged Capital Group Solicitation”).  Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders.  This letter (“Agreement”) will set forth the terms of our agreement.
 
The members of the Engaged Capital Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Engaged Capital Group Solicitation and any related transactions, irrespective of the outcome;  provided ,  however , that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement;  provided further , that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company.  This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Engaged Capital Group Solicitation and any related transactions (each, a “Loss”).
 
In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Engaged Capital Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Engaged Capital Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure).  Upon receipt of such written notice, the Engaged Capital Group will provide you with counsel to represent you.  Such counsel shall be reasonably acceptable to you.  In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.  The Engaged Capital Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.
 
You hereby agree to keep confidential and not disclose to any party, without the consent of the Engaged Capital Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Engaged Capital Group, its affiliates or any members of any group formed by the Engaged Capital Group pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (“Schedule 13D Group”) which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder.  Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Engaged Capital Group, its affiliates or any members of any Schedule 13D Group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

 

 

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Engaged Capital Group so that the Engaged Capital Group or any member thereof may seek a protective order or other appropriate remedy or, in the Engaged Capital Group’s sole discretion, waive compliance with the terms of this Agreement.  In the event that no such protective order or other remedy is obtained or the Engaged Capital Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Engaged Capital Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Engaged Capital Group and, upon the request of a representative of the Engaged Capital Group, all such information shall be returned or, at the Engaged Capital Group’s option, destroyed by you, with such destruction confirmed by you to the Engaged Capital Group in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

 
*              *              *

 

 
 
If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,	
 	
ENGAGED CAPITAL MASTER FEEDER I, LP	
 	
By:	Engaged Capital, LLC,
its General Partner	
 	 	
By:	 	
Name:	 	
Title:	 	

ACCEPTED AND AGREED:

 
__________________________