Magnachip Semiconductor Corp (MX): Pleasant Lake Partners Slightly Decreases Its Stake

Page 7 of 8 – SEC Filing

SCHEDULE 13G

The Reporting Persons initially reported their beneficial ownership of shares of Common Stock of the Issuer on a Schedule 13G filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2015 and subsequently reported their beneficial ownership on a Schedule 13D filed with the Commission  on June 10, 2015 (as subsequently amended, the “Schedule 13D”).  Pursuant to Rule 13d-1(h), the Reporting Persons are eligible to again report their beneficial ownership of shares of Common Stock of the Issuer on a Schedule 13G, and this Schedule 13G shall operate as an amendment to the Schedule 13D.

Item 1.

(a)	Name of Issuer
	MagnaChip Semiconductor Corporation
(b)	Address of Issuer’s Principal Executive Offices
	c/o MagnaChip Semiconductor S.A. 1, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg

Item 2.

(a)	Name of Person Filing
	Pleasant Lake Partners LLC PLP MM LLC Pleasant Lake Onshore GP LLC Pleasant Lake Offshore Master Fund L.P. Jonathan Lennon
(b)	Address of Principal Business Office or, if none, Residence
	110 Greene Street, Suite 604 New York, New York  10012
(c)	Citizenship
	Pleasant Lake Partners LLC – Delaware PLP MM LLC – Delaware Pleasant Lake Onshore GP LLC – Delaware Pleasant Lake Offshore Master Fund L.P. – Cayman Islands Jonathan Lennon – United States
(d)	Title of Class of Securities
	Common Stock
(e)	CUSIP Number
	55933J203

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	[ ]	Insurance Company as defined in Section 3(a)(19) of the Act
(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)	[ ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	[ ]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	[ ]	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Shares reported herein represent shares beneficially owned by Pleasant Lake Offshore Master Fund L.P., for which Pleasant Lake Partners LLC (“PLP”) serves as the investment manager and for which Pleasant Lake Onshore GP LLC (“GP LLC”) serves as General Partner.  PLP MM LLC is the managing member of PLP.  Jonathan Lennon serves as manager of PLP MM LLC and GP LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

(a)	Amount Beneficially Owned***
	Pleasant Lake Partners LLC – 3,472,515 shares PLP MM LLC – 3,472,515 shares Pleasant Lake Onshore GP LLC – 3,472,515 shares Pleasant Lake Offshore Master Fund L.P. – 3,472,515 shares Jonathan Lennon – 3,472,515 shares
(b)	Percent of Class
	Pleasant Lake Partners LLC – 9.99% PLP MM LLC – 9.99% Pleasant Lake Onshore GP LLC – 9.99% Pleasant Lake Offshore Master Fund L.P. – 9.99% Jonathan Lennon – 9.99%

(c)	Number of shares as to which such person has:
	(i)	sole power to vote or to direct the vote
		Pleasant Lake Partners LLC – 0 shares PLP MM LLC – 0 shares Pleasant Lake Onshore GP LLC – 0 shares Pleasant Lake Offshore Master Fund L.P. – 0 shares Jonathan Lennon – 0 shares
	(ii)	shared power to vote or to direct the vote
		Pleasant Lake Partners LLC – 3,472,515 shares PLP MM LLC – 3,472,515 shares Pleasant Lake Onshore GP LLC 3,472,515 shares Pleasant Lake Offshore Master Fund L.P. – 3,472,515 shares Jonathan Lennon – 3,472,515 shares
	(iii)	sole power to dispose or to direct the disposition of
		Pleasant Lake Partners LLC – 0 shares PLP MM LLC – 0 shares Pleasant Lake Onshore GP LLC – 0 shares Pleasant Lake Offshore Master Fund L.P. – 0 shares Jonathan Lennon – 0 shares
	(iv)	shared power to dispose or to direct the disposition of
		Pleasant Lake Partners LLC – 3,472,515 shares PLP MM LLC – 3,472,515 shares Pleasant Lake Onshore GP LLC – 3,472,515 shares Pleasant Lake Offshore Master Fund L.P. – 3,472,515 shares Jonathan Lennon – 3,472,515 shares

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
	Not applicable.

Item 8.	Identification and Classification of Members of the Group
	Not applicable.

Item 9.	Notice of Dissolution of Group
	Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits

Exhibit 99.1                          Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on May 11, 2015.