SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
Mail Stop 3030

        June 4, 2010  John McFarland, Esq. Senior Vice President, Gene ral Counsel and Secretary
c/o MagnaChip Semiconductor, Inc. 20400 Stevens Creek Boulevard, Suite 370 Cupertino, CA  95014
Re: MagnaChip Semiconductor LLC
Amendment No. 4 to Registrati on Statement on Form S-1
Filed June 3, 2010
  File No. 333-165467

Dear Mr. McFarland:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  1. We note from your response to our comme nts that the “Corporate Conversion”
mentioned in your document will not be completed until the date this registration statement is declared effective.  Please confirm that you intend to file a full amendment to this registration statement after completion of the corporate
conversion and prior to effectiveness,  which amendment will include on the
facing page the name of the i ssuer of the securitie s to be sold and the signatures of
the registrant and all appropria te officers and directors.

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc.
June 4, 2010 Page 2  Principal and Selling Stockholders, page 140

 2. We note your revisions in response to prio r comment 2.  Please revise to clearly
identify the natural persons who have or  share voting and/or dispositive powers
with respect to the shares to be offered and sold by each entity in your table that is not a publicly traded entity.  As exampl es, we note that no such natural persons
appear to be identified for Caspian Capital, Mariner LDC and Deep Value Hedged Income.
 Exhibit 1.1

 3. We will continue to evaluate your respons e to prior comment 5 after you file the
updated version of Exhibit 1.1.
 Exhibits 5.1 and 8.1

 4. We reissue prior comment 6 to the ex tent that the proposed Exhibit 5.1 you
provided still references “charter documents  . . . to be in effect upon completion
of the Corporate Conversion.”
 5. We will continue to evaluate your respons e to prior comment 8 after you file an
opinion of counsel that the deposit agreemen t is a legal, bindi ng obligation of the
depositary.
 6. We note your response to prior comment 9.  If the disclosures you note in your
response to prior comment 9 represent counsel’s opinion, then  please file an
opinion that states so clearl y and directly.  For example,  please revise to indicate
that the statements of law or legal c onclusions in the referenced sections
constitute the opinion of DLA Piper LLP (US).

*  *  *  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in

John McFarland, Esq.
c/o Magnachip Semiconductor, Inc. June 4, 2010 Page 3  possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
You may contact Julie Sherman at ( 202) 551-3640 or Jay Webb, at (202) 551-
3603 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoffrey Kruczek at (202) 551-3641 or me at (202) 551-3635 with any other questions.

     S i n c e r e l y ,
        T i m  B u c h m i l l e r          S e n i o r  A t t o r n e y   cc (via fax): Micheal J. Reagan, Esq.—DLA Piper LLP   Khoa D. Do, Esq.—DLA Piper LLP
  Peter M. Astiz, Esq.—DLA Piper LLP