| Item 1. | |
| (a) | Name of issuer:
MAGNACHIP SEMICONDUCTOR Corp |
| (b) | Address of issuer's principal executive offices:
c/o Magnachip Semiconductor, Ltd., 15F, 76 Jikji-daero 436beon-gil, Heungdeok-gu, Cheongju-si, Chungcheongbuk-do, Republic of Korea 28581 |
| Item 2. | |
| (a) | Name of person filing:
Toro 18 Holdings LLC ("Toro 18")
Immersion Corporation ("Immersion")
William C. Martin ("Mr. Martin")
Eric Singer ("Mr. Singer")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." |
| (b) | Address or principal business office or, if none, residence:
Toro 18
2999 N.E. 191st Street, Suite 610
Aventura, Florida 33180
Immersion
2999 N.E. 191st Street, Suite 610
Aventura, Florida 33180
William C. Martin
c/o Raging Capital Ventures
Ten Princeton Avenue, P.O. Box 228
Rocky Hill, New Jersey 08553
Eric Singer
2999 N.E. 191st Street, Suite 610
Aventura, Florida 33180 |
| (c) | Citizenship:
Toro 18
Delaware
Immersion
Delaware
William C. Martin
United States
Eric Singer
United States |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the close of business on January 2, 2025, Toro 18 beneficially owned 2,970,139 Shares.
Immersion, as the sole member of Toro 18, may be deemed to beneficially own the 2,970,139 Shares beneficially owned by Toro 18.
Mr. Martin, as the Chief Strategy Officer of Toro 18, may be deemed to beneficially own the 2,970,139 Shares beneficially owned by Toro 18.
Mr. Singer, as President and Chief Executive Officer of Toro 18, may be deemed to beneficially own the 2,970,139 Shares beneficially owned by Toro 18.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any Shares owned by another Reporting Person. Each of Immersion and Messrs. Martin and Singer disclaims beneficial ownership of the Shares beneficially owned by Toro 18, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. |
| (b) | Percent of class:
The following percentages are based on 37,202,783 Shares outstanding as of October 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024.
As of the close of business on January 2, 2025, (i) Toro 18 directly beneficially owned approximately 8.0% of the outstanding Shares and (ii) each of Immersion and Messrs. Martin and Singer may be deemed to beneficially own approximately 8.0% of the outstanding Shares. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| | (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)