Sec Form 3 Filing - AVENUE PPF OPPORTUNITIES FUND, L.P. @ MAGNACHIP SEMICONDUCTOR Corp - 2015-03-31

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AVENUE PPF OPPORTUNITIES FUND, L.P.
2. Issuer Name and Ticker or Trading Symbol
MAGNACHIP SEMICONDUCTOR Corp [ MX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AVENUE CAPITAL MANAGEMENT II, L.P., 399 PARK AVENUE, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2015
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 812,190 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AVENUE PPF OPPORTUNITIES FUND, L.P.
C/O AVENUE CAPITAL MANAGEMENT II , L.P.
399 PARK AVENUE, 6TH FLOOR
NEW YORK, NY10022
X
AVENUE PPF OPPORTUNITIES FUND GENPAR, LLC
C/O AVENUE CAPITAL MANAGEMENT II, L.P.
399 PARK AVENUE, 6TH FLOOR
NEW YORK, NY10022
X
Signatures
AVENUE PPF OPPORTUNITIES FUND, L.P., By: Avenue PPF Opportunities Fund GenPar, LLC, its general partner, By: /s/ Eric Ross as attorney-in-fact, Name: Marc Lasry, Title: Managing Member 05/13/2015
Signature of Reporting Person Date
AVENUE PPF OPPORTUNITIES FUND GENPAR, LLC, By: /s/ Eric Ross as attorney-in-fact, Name: Marc Lasry, Title: Managing Member 05/13/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 31, 2015, Avenue International Master, L.P. ("Avenue International") made a pro rata distribution of 812,190 shares of common stock, par value $0.01 per share, of MagnaChip Semiconductor Corporation (the "Issuer") to Avenue PPF Opportunities Fund, L.P. ("Avenue PPF Opportunities"), a fund formed for an indirect investor in Avenue International. Avenue PPF Opportunities Fund GenPar, LLC ("Avenue PPF Opportunities GenPar") is the general partner of Avenue PPF Opportunities and Avenue Capital Management II, L.P. ("Avenue Capital Management II") is the investment adviser of Avenue PPF Opportunities. Avenue Capital Management II GenPar, LLC ("GenPar") is the general partner of Avenue Capital Management II. Marc Lasry is the managing member of Avenue PPF Opportunities GenPar and GenPar. Avenue International, Avenue Capital Management II, GenPar and Mr. Lasry will be reporting this pro rata distribution separately on a Form 4.

Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization by virtue of their representation on the Board of Directors of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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