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

FORM 8-A/A
(Amendment No. 2)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934

MAGNACHIP SEMICONDUCTOR CORPORATION
(Exact Name of Registrant as Specified in its Charter)

 
 	 	 	
Delaware	 	83-0406195	
(State or incorporation or organization)	 	(I.R.S. Employer Identification No.)	
 	 	
c/o MagnaChip Semiconductor S.A.
1, Allée Scheffer, L-2520
Luxembourg, Grand Duchy of Luxembourg	 	Not Applicable	
(Address of principal executive offices)	 	(Zip Code)	
Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class
to be so Registered	 	Name of Each Exchange on Which
Each Class is to be Registered	
Preferred Stock Purchase Rights	 	NYSE	
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box:   x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box:   ¨
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(g) of the Act: 
None

 

Item 1. Description of Registrant’s Securities to be Registered.
MagnaChip Semiconductor Corporation (the “Company”) hereby amends the Company’s Form 8-A registration statement filed with the Securities and Exchange Commission (“SEC”) on March 6, 2015, as previously amended by Form 8-A/A filed with the SEC on March 2, 2016, as follows:
Effective September 2, 2016, the Company entered into an Amendment No. 2 to its Rights Agreement dated as of March 5, 2015 (the “Rights Agreement”) with American Stock Transfer & Trust Company, LLC, as Rights Agent, as previously amended by the Amendment No. 1 to the Rights Agreement, dated as of March 2, 2016, to extend the term of the Rights Agreement to March 5, 2017, unless earlier redeemed or exchanged by the Company. The material terms of Amendment No. 2 to the Rights Agreement are described in the Company’s Form 8-K dated September 2, 2016.
Item 2. Exhibits.

Exhibit Number	  	Description of Exhibit	
 	 	
4.1	  	Amendment No. 2 dated as of September 2, 2016, to the Rights Agreement between MagnaChip Semiconductor Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent, as previously amended by the Amendment No. 1 to the Rights Agreement, dated as of March 2, 2016 (incorporated by reference to the Company’s Form 8-K dated September 2, 2016).	

SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

MagnaChip Semiconductor Corporation	
 	 	
By:	 	/s/ Theodore Kim	
Name:	 	Theodore Kim	
Title:	 	Chief Compliance Officer, Executive Vice President, General Counsel and Secretary	
Date: September 2, 2016