According to a recent 13D filing with the SEC, Glenn W. Welling‘s Engaged Capital has reached a settlement agreement with Magnachip Semiconductor Corp (NYSE:MX), under which the company agreed to appoint Camillo Martino and Melvin L. Keating as observers to the company’s board and to nominate and solicit proxies for the election of Mr. Martino as an independent director on the board. Engaged Capital also agreed to retract its notice of intent to nominate directors at the company’s upcoming 2016 annual meeting of shareholders, and if Institutional Shareholder Services concurs, to vote according to the board’s instructions on certain ordinary business matters, while holding its right to vote in sole discretion on various other matters, such as regarding extraordinary transactions. In addition, Engaged Capital, which owns 3.85 million shares of Magnachip Semiconductor Corp (NYSE:MX) which account for 11.1% of the company’s outstanding stock, has agreed to a customary standstill provision.
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Magnachip Semiconductor Corp (NYSE:MX) is a holding company which manufactures analog semiconductors and mixed signal products for various uses, including computing, automotive, and industrial. Over the last 12 months, the company’s shares have dropped by 21.41%. For the first quarter of 2016, Magnachip Semiconductor Corp (NYSE:MX) reported a loss per share of $0.08 and revenue of $148.11 million, beating the estimates of a loss of $0.18 per share on revenue of $144 million.
Among 15 investors in our database with long positions in Magnachip Semiconductor Corp (NYSE:MX) at the end of March, Marc Lasry’s Avenue Capital disclosed the most valuable position, worth $22.2 million, while the second-biggest position was reported by Engaged Capital. Other investors long the stock encompass Jonathan Lennon’s Pleasant Lake Partners, Thomas Ellis and Todd Hammer’s North Run Capital, and Don Morgan’s Brigade Capital. At the end of the first quarter, Mike Vranos’ Ellington and Israel Englander’s Millennium Management had both invested $0.2 million in new positions in the company. The only other fund with a new position in the stock was John Overdeck and David Siegel’s Two Sigma Advisors.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Engaged Capital Master Feeder I | 1,017,209 | 1,017,209 | 1,017,209 | 2.9% | ||
| Engaged Capital Master Feeder II | 2,435,765 | 2,435,765 | 2,435,765 | 7.0% | ||
| Engaged Capital I | 1,017,209 | 1,017,209 | 1,017,209 | 2.9% | ||
| Engaged Capital I Offshore, Ltd | 1,017,209 | 1,017,209 | 1,017,209 | 2.9% | ||
| Engaged Capital II | 2,435,765 | 2,435,765 | 2,435,765 | 7.0% | ||
| Engaged Capital II Offshore Ltd | 2,435,765 | 2,435,765 | 2,435,765 | 7.0% | ||
| Engaged Capital | 3,852,974 | 3,852,974 | 3,852,974 | 11.1% | ||
| Engaged Capital Holdings | 3,852,974 | 3,852,974 | 3,852,974 | 11.1% | ||
| Glenn W. Welling | 3,852,974 | 3,852,974 | 3,852,974 | 11.1% | ||
| Melvin L. Keating | 6,500 | 6,500 | 6,500 | Less than 1% | ||
| Camillo Martino | 0% | |||||
| Joseph Lash | 0% | |||||
| Christopher B. Hetrick | 0% |
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Page 1 of 20 – SEC Filing
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. 4)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.
ANELIYA CRAWFORD, 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 26, 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).
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