Page 8 of 12 – SEC Filing The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein. Item 2. Identity and Background.
Effective July 1, 2016, certain of the Reporting Persons underwent a name change. Accordingly, Item 2(a) is hereby amended and restated as follows: (a) This statement is filed by: (i) Engaged Capital Flagship Master Fund, LP (“Engaged Capital Flagship Master”), a Cayman Islands exempted limited partnership formerly known as Engaged Capital Master Feeder II, LP, with respect to the Shares directly and beneficially owned by it;
(ii) Engaged Capital Flagship Fund, LP (“Engaged Capital Fund”), a Delaware limited partnership formerly known as Engaged Capital II, LP, as a feeder fund of Engaged Capital Flagship Master;
(iii) Engaged Capital Flagship Fund, Ltd. (“Engaged Capital Offshore”), a Cayman Islands exempted company formerly known as Engaged Capital II Offshore Ltd., as a feeder fund of Engaged Capital Flagship Master;
(iv) Engaged Capital, LLC, a Delaware limited liability company (“Engaged Capital”), as the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of a certain managed account (the “Engaged Capital Account”);
(v) Engaged Capital Holdings, LLC, a Delaware limited liability company (“Engaged Holdings”), as the managing member of Engaged Capital; and
(vi) Glenn W. Welling, as the Founder and Chief Investment Officer (“CIO”) of Engaged Capital and the sole member of Engaged Holdings.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated to read as follows: The securities owned by Engaged Capital Flagship Master and held in the Engaged Capital Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as has been otherwise noted. The aggregate purchase price of the 3,105,124 Shares directly beneficially owned by Engaged Capital Flagship Master is approximately $19,717,742, including brokerage commissions. The aggregate purchase price of the 347,850 Shares held in the Engaged Capital Account is approximately $1,916,967, including brokerage commissions. On January 11, 2017, Engaged Capital Flagship Master purchased $4,496,288 principal amount of the Issuer’s 5.00% Exchangeable Senior Notes due 2021 (the “Convertible Notes”) that are convertible to 544,674 Shares (subject to a blocker provision described in Item 5). On January 11, 2017, the Engaged Capital Account purchased $503,712 principal amount of the Convertible Notes that are convertible to 61,019 Shares (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. Follow Magnachip Semiconductor Corp (NYSE:MX)
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The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Effective July 1, 2016, certain of the Reporting Persons underwent a name change. Accordingly, Item 2(a) is hereby amended and restated as follows:
(a) This statement is filed by:
| | (i) | Engaged Capital Flagship Master Fund, LP (“Engaged Capital Flagship Master”), a Cayman Islands exempted limited partnership formerly known as Engaged Capital Master Feeder II, LP, with respect to the Shares directly and beneficially owned by it; |
| | (ii) | Engaged Capital Flagship Fund, LP (“Engaged Capital Fund”), a Delaware limited partnership formerly known as Engaged Capital II, LP, as a feeder fund of Engaged Capital Flagship Master; |
| | (iii) | Engaged Capital Flagship Fund, Ltd. (“Engaged Capital Offshore”), a Cayman Islands exempted company formerly known as Engaged Capital II Offshore Ltd., as a feeder fund of Engaged Capital Flagship Master; |
| | (iv) | Engaged Capital, LLC, a Delaware limited liability company (“Engaged Capital”), as the general partner and investment adviser of Engaged Capital Flagship Master and the investment adviser of a certain managed account (the “Engaged Capital Account”); |
| | (v) | Engaged Capital Holdings, LLC, a Delaware limited liability company (“Engaged Holdings”), as the managing member of Engaged Capital; and |
| | (vi) | Glenn W. Welling, as the Founder and Chief Investment Officer (“CIO”) of Engaged Capital and the sole member of Engaged Holdings. |
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The securities owned by Engaged Capital Flagship Master and held in the Engaged Capital Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as has been otherwise noted. The aggregate purchase price of the 3,105,124 Shares directly beneficially owned by Engaged Capital Flagship Master is approximately $19,717,742, including brokerage commissions. The aggregate purchase price of the 347,850 Shares held in the Engaged Capital Account is approximately $1,916,967, including brokerage commissions.
On January 11, 2017, Engaged Capital Flagship Master purchased $4,496,288 principal amount of the Issuer’s 5.00% Exchangeable Senior Notes due 2021 (the “Convertible Notes”) that are convertible to 544,674 Shares (subject to a blocker provision described in Item 5). On January 11, 2017, the Engaged Capital Account purchased $503,712 principal amount of the Convertible Notes that are convertible to 61,019 Shares (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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