Magnachip Semiconductor Corp (MX): Engaged Capital Cuts Stake

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Page 10 of 12 – SEC Filing
 
(b)           By virtue of their respective positions with Engaged Capital Flagship Master, each of Engaged Capital Fund, 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 Flagship Master.
 
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)           Except as set forth in this paragraph, there were no transactions in the securities of the Issuer by the Reporting Persons during the past 60 days. On January 11, 2017, Engaged Capital Flagship Master and the Engaged Capital Account sold to the Issuer 347,850 Shares and 52,150 Shares, respectively, at a price of $6.3500 per Share. Also on January 11, 2017, Engaged Capital Flagship Master and the Engaged Capital Account purchased, from an affiliate of the Issuer, at the stated price $4,496,288 principal amount and $503,712 principal amount, respectively, of the Convertible Notes, which are convertible to 544,674 Shares and 61,019 Shares, respectively (subject to a blocker provision described in Item 5). The Convertible Notes have an exercise price of approximately $8.2550 per Share, subject to adjustment in certain circumstances, and will expire on March 1, 2021.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On January 11, 2017, Engaged Capital Flagship Master and the Engaged Capital Account purchased $4,496,288 principal amount and $503,712 principal amount, respectively, of the Convertible Notes, which are convertible to 544,674 Shares and 61,019 Shares, respectively (subject to a blocker provision described in Item 5). The Convertible Notes have an exercise price of approximately $8.2550 per Share, subject to adjustment in certain circumstances, and will expire on March 1, 2021.
 

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