a69626_sc13d.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 4)*
 
 
MagnaChip Semiconductor Corporation
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
55933J203
(CUSIP Number)
 
 
Pleasant Lake Partners LLC
110 Greene Street, Suite 604
New York, NY  10012
Tel. No.: 212-554-0680
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
August 31, 2015
 (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 Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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).
 
 
 
 
 
 
 
1
 
Names of Reporting Persons.
 
Pleasant Lake Partners LLC
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [X]
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions):
AF
 
 
5
 
Check if disclosure of legal proceedings is required pursuant to Items 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
0
 
8           Shared Voting Power
3,419,817 shares
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
3,419,817 shares
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,419,817 shares
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
 
Percent of Class Represented by Amount in Row (11)
9.9%
 
 
14
 
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
 
 
 
 

 
1
 
Names of Reporting Persons.
 
PLP MM LLC
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [X]
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions):
AF
 
 
5
 
Check if disclosure of legal proceedings is required pursuant to Items 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
0
 
8           Shared Voting Power
3,419,817 shares
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
3,419,817 shares
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,419,817 shares
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
 
Percent of Class Represented by Amount in Row (11)
9.9%
 
 
14
 
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)


 
 
 


 
1
 
Names of Reporting Persons.
 
Pleasant Lake Onshore GP LLC
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [X]
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions):
AF
 
 
5
 
Check if disclosure of legal proceedings is required pursuant to Items 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
0
 
8           Shared Voting Power
3,419,817 shares
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
3,419,817 shares
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,419,817 shares
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
 
Percent of Class Represented by Amount in Row (11)
9.9%
 
 
14
 
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 
 
 
 

 
 
1
 
Names of Reporting Persons.
 
Pleasant Lake Offshore Master Fund L.P.
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [X]
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions):
WC
 
 
5
 
Check if disclosure of legal proceedings is required pursuant to Items 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
0
 
8           Shared Voting Power
3,419,817 shares
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
3,419,817 shares
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,419,817 shares
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
 
Percent of Class Represented by Amount in Row (11)
9.9%
 
 
14
 
Type of Reporting Person (See Instructions)
PN (Limited Partnership)


 
 
 


 
1
 
Names of Reporting Persons.
 
Jonathan Lennon
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [X]
 
3
 
SEC Use Only
 
4
 
Source of Funds (See Instructions):
AF
 
 
5
 
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e):
[ ]
 
 
6
 
Citizenship or Place of Organization.
United States
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
 
7           Sole Voting Power
0
 
8           Shared Voting Power
3,419,817 shares
 
9            Sole Dispositive Power
0
 
10           Shared Dispositive Power
3,419,817 shares
 
11
 
Aggregate Amount Beneficially Owned by Each Reporting Person
3,419,817 shares
 
12
 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
 
13
 
Percent of Class Represented by Amount in Row (11)
9.9%
 
 
14
 
Type of Reporting Person (See Instructions)
IN
 
 

 
 
 
 
 
AMENDMENT NO. 4 TO SCHEDULE 13D
 

This Amendment No. 3 to Schedule 13D (this “Amendment”) relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of MagnaChip Semiconductor Corporation, a Delaware corporation (the “Issuer”), c/o MagnaChip Semiconductor S.A., 1, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg. This Amendment is being filed by each of the Reporting Persons to amend the Schedule 13D, as amended (the “Schedule 13D”), which was originally filed on June 9, 2015 and amended on June 29, 2015, July 2, 2015 and July 8, 2015. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

This Amendment is being filed to supplement Items 4, 5 and 7 of the Schedule 13D as set forth below.

Item 4.
Purpose of Transaction
 
Item 4 is hereby amended to add the following:
 
On August 31, 2015, Pleasant Lake Partners LLC (“Pleasant Lake”) delivered a letter to the Issuer, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  In the letter, Pleasant Lake proposes to acquire, at a purchase price of $10.00 per share in cash, all of the outstanding shares of the Common Stock of the Issuer that Pleasant Lake and its affiliates do not currently own, subject to due diligence and the negotiation of definitive transaction documents.
 
Item 5.
Interest in Securities of the Issuer

Item 5 is hereby amended as follows:
 
(a) and (b)  See Items 7-11 of the cover pages to this Amendment.  The shares of Common Stock reported herein as being beneficially owned by the Reporting Persons include 3,287,017 shares and options to acquire 132,800 shares held for the account of the Master Fund.  
 
(c)  The following table lists transactions by the Master Fund in the Issuer’s Common Stock during the sixty day period prior to the filing of this Schedule 13D:
 

Transaction
 
Date
 
No. Shares
 
Price Per Share
 
Open market purchase
7/9/2015
4,800
$7.66
Open market sale
7/9/2015
27,950
$7.79
Open market purchase
7/10/2015
22,700
$7.73
Open market sale
7/13/2015
89,900
$7.93
Open market purchase
7/14/2015
18,400
$7.98
Open market sale
7/14/2015
19,300
$8.38
Open market purchase
7/15/2015
19,100
$8.59
Open market sale
7/16/2015
25,800
$8.57
Open market purchase
7/16/2015
25,800
$8.44
Open market sale
7/17/2015
5,257
$8.50
Open market sale
7/21/2015
900
$8.48
Open market sale
7/22/2015
200,000
$8.49
Open market sale
7/23/2015
25,000
$8.65
Open market purchase
7/24/2015
10,000
$8.83
Open market purchase
7/27/2015
31,700
$8.66
Open market purchase
7/28/2015
22,012
$8.52
Open market purchase
7/29/2015
12,000
$8.37
Open market purchase
7/30/2015
30,000
$8.49
Open market purchase
7/29/2015
11,700
$8.48
Open market sale
7/31/2015
53,760
$8.51
Open market purchase
8/4/2015
23,000
$8.55
Open market sale
8/4/2015
8,200
$8.62
Open market purchase
8/7/2015
82,200
$8.44
Open market purchase
8/12/2015
3,987
$8.49
Open market purchase
8/7/2015
23,000
$8.65
Open market sale
8/13/2015
100,000
$8.80
Open market purchase
8/14/2015
32,000
$9.21
Open market purchase
8/17/2015
6,100
$9.42
Open market sale
8/17/2015
33,478
$9.71
Open market purchase
8/18/2015
48,600
$9.15
Open market purchase
8/19/2015
21,000
$9.26
Open market purchase
8/20/2015
91,064
$8.26
Open market purchase
8/21/2015
25,334
$7.91
Open market purchase
8/24/2015
26,000
$7.72
 Open market purchase  8/28/2015    31,378   $7.70 

(d)  Not applicable.
 
(e)  Not applicable.
 

Item 7.
Material to Be Filed as Exhibits

Item 7 is hereby amended to add the following exhibit:
 
99.1           Letter from Pleasant Lake to the Issuer, dated August 31, 2015.
 
 
 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:    August 31, 2015
 

 
 
PLEASANT LAKE PARTNERS LLC
By: PLP MM LLC
its Managing Member
By: /s/ Jonathan Lennon

By: /s/ Jonathan Lennon                                                                
Jonathan Lennon, Manager


PLP MM LLC

By: /s/ Jonathan Lennon                                                                
Jonathan Lennon, Manager


PLEASANT LAKE ONSHORE GP LLC

By: /s/ Jonathan Lennon                                                                
Jonathan Lennon, Manager


PLEASANT LAKE OFFSHORE MASTER FUND L.P.
By: Pleasant Lake Onshore GP LLC
its General Partner

By: /s/ Jonathan Lennon                                                                
Jonathan Lennon, Manager


JONATHAN LENNON

By: /s/ Jonathan Lennon                                                                
Jonathan Lennon, Individually