SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
Under the Securities Exchange Act of 1934
SCHEDULE 13G/A
(Amendment No. 2 )
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Gravity Co., Ltd.
_________________________________
(Name of Issuer)
Common Stock, par value Won 500 per share
Shares of Common Stock in the form of American Depository Shares*
______________________________________________________
(Title of Class of Securities)
38911N107
_________________
(CUSIP Number)
June 23, 2008
___________________________________________________
(Date of Event Which Requires Filing of this Statement)
* Each American Depository Share represents one-fourth of one share of common stock, par value Won 500 per share (the "Common Stock")
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) | |
| x | Rule 13d-1(c) | |
| o | Rule 13d-1(d) |
Page 1 of 12 pages
SCHEDULE 13G/A
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CUSIP No. 38911N107 |
Page 2 of 12 Pages |
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1) NAME OF REPORTING PERSON
LaGrange Capital Partners, L.P.
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-4106878
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) o |
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(b) x |
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER
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5) SOLE VOTING POWER
0
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6) SHARED VOTING POWER
0
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7) SOLE DISPOSITIVE POWER
0
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8) SHARED DISPOSITIVE POWER
0
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13G/A
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CUSIP No. 38911N107 |
Page 3 of 12 Pages |
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1) NAME OF REPORTING PERSON
LaGrange Capital Partners Offshore Fund, Ltd.
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) o |
| (b) x | |
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER
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5) SOLE VOTING POWER
0
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6) SHARED VOTING POWER
0
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7) SOLE DISPOSITIVE POWER
0
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8) SHARED DISPOSITIVE POWER
0
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13G/A
| CUSIP No. 38911N107 | Page 4 of 12 Pages |
| 1) NAME OF REPORTING PERSON | |
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LaGrange Capital Administration, L.L.C. |
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
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73-1713931 |
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| 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o |
| (b) x | |
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3) SEC USE ONLY |
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4) CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER
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5) SOLE VOTING POWER
0
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6) SHARED VOTING POWER
0
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7) SOLE DISPOSITIVE POWER
0
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8) SHARED DISPOSITIVE POWER
0
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12) TYPE OF REPORTING PERSON
IA
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SCHEDULE 13G/A
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CUSIP No. 38911N107 |
Page 5 of 12 Pages |
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1) NAME OF REPORTING PERSON
Frank LaGrange Johnson
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) o |
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(b) x |
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER
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5) SOLE VOTING POWER
0
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6) SHARED VOTING POWER
0
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7) SOLE DISPOSITIVE POWER
0
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8) SHARED DISPOSITIVE POWER
0
|
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9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
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12) TYPE OF REPORTING PERSON
IN |
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SCHEDULE 13G/A
Item 1(a). Name of Issuer:
Gravity Co., Ltd.
Item 1(b). Address of Issuer's Principal Executive Offices:
Nuritkum Square Business Tower 15F
1605 Sangam-Dong, Mapo Gu
Seoul, Korea M5 121-270
Item 2(a). Name of Persons Filing:
(i) LaGrange Capital Partners, L.P.
(ii) LaGrange Capital Partners Offshore Fund, Ltd.
(iii) LaGrange Capital Administration, L.L.C.
(iv) Frank LaGrange Johnson
(collectively, the "Reporting Persons" and each a "Reporting Person")
Item 2(b). Address of Principal Business Office or, if None, Residence:
Each of the Reporting Persons has a business address at 570 Lexington Avenue, 27th Floor,
New York, New York 10022.
Item 2(c). Citizenship:
| (i) | LaGrange Capital Partners, L.P. Delaware |
| (ii) | LaGrange Capital Partners Offshore Fund, Ltd. Cayman Islands |
| (iii) | LaGrange Capital Administration, L.L.C. Delaware |
| (iv) | Frank LaGrange Johnson USA |
Item 2(d). Title of Class of Securities:
Common Stock, par value Won 500 per share
Shares of Common Stock in the form of American Depository Shares
| Item 2(e). |
CUSIP Number: |
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| 38911N107 |
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Item 3. |
If this statement is filed pursuant to ss.ss. 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
o Broker or Dealer Registered Under Section 15 of the Act (15 U.S.C. 78o) |
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(b) |
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) |
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(c) |
o Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c) |
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(d) |
o Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) |
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(e) |
o Investment Adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E) |
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(f) |
o Employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F) |
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(g) |
o Parent Holding Company or control person in accordance with ss.240.13d-1(b)(ii)(G) |
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(h) |
o Savings Association as defined in ss.3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) |
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(i) |
o Church plan that is excluded from the definition of an investment company under ss.3(c)(15) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) |
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(j) |
o Group, in accordance with ss.240.13d-1(b)(ii)(J) |
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Item 4. |
Ownership. |
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(i) |
LaGrange Capital Partners, L.P.(1) |
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(a) |
Amount beneficially owned: 0 |
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(b) |
Percent of class: 0.0% (2) |
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 0 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 0 |
_______________
(1) The general partner of LaGrange Capital Partners, L.P. is LaGrange Capital Management, L.L.C., a limited liability company organized under the laws of Delaware. Frank LaGrange Johnson is the sole member of LaGrange Capital Management, L.L.C.
(2) Percentages are based on 6,948,900 shares of Common Stock outstanding as of December 31, 2007 (as set forth on the Issuer's Form 20-F, filed on June 27, 2008 with the Securities and Exchange Commission).
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(ii) |
LaGrange Capital Partners Offshore Fund, Ltd.(3) |
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(a) |
Amount beneficially owned: 0 |
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(b) |
Percent of class: 0.0%(4) |
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote: 0
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(ii) |
Shared power to vote or to direct the vote: 0
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(iii) |
Sole power to dispose or to direct the disposition of: 0
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(iv) |
Shared power to dispose or to direct the disposition of: 0 |
_______________
(3) The investment manager of LaGrange Capital Partners Offshore Fund, Ltd. is LaGrange Capital Administration, L.L.C., a limited liability company organized under the laws of Delaware. Frank LaGrange Johnson is the sole member of LaGrange Capital Administration, L.L.C.
(4) Percentages are based on 6,948,900 shares of Common Stock outstanding as of December 31, 2007 (as set forth on the Issuer's Form 20-F, filed on June 27, 2008 with the Securities and Exchange Commission).
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(iii) |
LaGrange Capital Administration, L.L.C.(5) |
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(a) |
Amount beneficially owned: 0 |
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(b) |
Percent of class: 0.0%(6) |
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 0 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 0 |
_______________
(5) Frank LaGrange Johnson is the sole member of LaGrange Capital Administration, L.L.C.
(6) Percentages are based on 6,948,900 shares of Common Stock outstanding as of December 31, 2007 (as set forth on the Issuer's Form 20-F, filed on June 27, 2008 with the Securities and Exchange Commission).
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(iv) |
Frank LaGrange Johnson |
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(a) |
Amount beneficially owned: 0 |
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(b) |
Percent of class: 0.0%(7) |
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(c) |
Number of shares as to which such person has: 0 |
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(i) |
Sole power to vote or to direct the vote: 0 |
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(ii) |
Shared power to vote or to direct the vote: 0 |
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(iii) |
Sole power to dispose or to direct the disposition of: 0 |
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(iv) |
Shared power to dispose or to direct the disposition of: 0 |
_______________
(7) Percentages are based on 6,948,900 shares of Common Stock outstanding as of December 31, 2007 (as set forth on the Issuer's Form 20-F, filed on June 27, 2008 with the Securities and Exchange Commission).
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 x
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 acquired and are held in the ordinary course of business and 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 such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated as of July 2, 2008
LaGrange Capital Partners, L.P.
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By: |
LaGrange Capital Management, L.L.C., |
its General Partner
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By: |
/s/ Frank LaGrange Johnson |
Frank LaGrange Johnson, its sole Member
Dated as of July 2, 2008
LaGrange Capital Partners Offshore Fund, Ltd.
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By: |
LaGrange Capital Administration, L.L.C., its Investment Manager |
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By: |
/s/ Frank LaGrange Johnson |
Frank LaGrange Johnson, its sole Member
Dated as of July 2, 2008
LaGrange Capital Administration, L.L.C.
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By: |
/s/ Frank LaGrange Johnson |
Frank LaGrange Johnson, its sole Member
Dated as of July 2, 2008
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By: |
/s/ Frank LaGrange Johnson |
Frank LaGrange Johnson
Exhibit A
Agreement of Joint Filing
Pursuant to 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to join in the filing on behalf of each of them of a Statement on Schedule 13G and any and all amendments thereto, and that this Agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated as of July 2, 2008
LaGrange Capital Partners, L.P.
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By: |
LaGrange Capital Management, L.L.C., |
its General Partner
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By: |
/s/ Frank LaGrange Johnson |
Frank LaGrange Johnson, its sole Member
Dated as of July 2, 2008
LaGrange Capital Partners Offshore Fund, Ltd.
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By: |
LaGrange Capital Administration, L.L.C., |
its Investment Manager
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By: |
/s/ Frank LaGrange Johnson |
Frank LaGrange Johnson, its sole Member
Dated as of July 2, 2008
LaGrange Capital Administration, L.L.C.
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By: |
/s/ Frank LaGrange Johnson |
Frank LaGrange Johnson, its sole Member
Dated as of July 2, 2008
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By: |
/s/ Frank LaGrange Johnson |
Frank LaGrange Johnson