-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ih0j8Qed+s6WzSDbu2/f0bKOWvbqEMi+vN8dfoZKQrT2E9rckfWYmSI6vO0R3SIz lhQ83Gh0gT1V3KzffNSFrA== 0000902561-08-000112.txt : 20080702 0000902561-08-000112.hdr.sgml : 20080702 20080702123514 ACCESSION NUMBER: 0000902561-08-000112 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080702 DATE AS OF CHANGE: 20080702 GROUP MEMBERS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRAVITY Co., Ltd. CENTRAL INDEX KEY: 0001313310 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: M5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80768 FILM NUMBER: 08932633 BUSINESS ADDRESS: STREET 1: NURITKUM SQUARE BUSINESS TOWER 15F STREET 2: 1605 SANGAM-DONG, MAPO-GU CITY: SEOUL STATE: M5 ZIP: 121-270 BUSINESS PHONE: 82-2-2132-7000 MAIL ADDRESS: STREET 1: NURITKUM SQUARE BUSINESS TOWER 15F STREET 2: 1605 SANGAM-DONG, MAPO-GU CITY: SEOUL STATE: M5 ZIP: 121-270 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LaGrange Capital Administration, L.L.C. CENTRAL INDEX KEY: 0001353724 IRS NUMBER: 731713931 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 218-5154 MAIL ADDRESS: STREET 1: 570 LEXINGTON AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 formsc13ga_gravity070208.htm DATE OF EVENT: JUNE 23, 2008

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

CUSIP No. 38911N107

Page 2 of 12 Pages

1) NAME OF REPORTING PERSON LaGrange Capital Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-4106878
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
	(b) x
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5) SOLE VOTING POWER

6) SHARED VOTING POWER

7) SOLE DISPOSITIVE POWER

8) SHARED DISPOSITIVE POWER

9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

12) TYPE OF REPORTING PERSON

SCHEDULE 13G/A

CUSIP No. 38911N107

Page 3 of 12 Pages

1) NAME OF REPORTING PERSON LaGrange Capital Partners Offshore Fund, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
	(b) x
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5) SOLE VOTING POWER

6) SHARED VOTING POWER

7) SOLE DISPOSITIVE POWER

8) SHARED DISPOSITIVE POWER

9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

12) TYPE OF REPORTING PERSON

SCHEDULE 13G/A

CUSIP No. 38911N107

Page 4 of 12 Pages

1) NAME OF REPORTING PERSON
LaGrange Capital Administration, L.L.C.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
73-1713931

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
	(b) x

3) SEC USE ONLY

4) CITIZENSHIP OR PLACE OF ORGANIZATION
USA

NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5) SOLE VOTING POWER

6) SHARED VOTING POWER

7) SOLE DISPOSITIVE POWER

8) SHARED DISPOSITIVE POWER

9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

12) TYPE OF REPORTING PERSON

SCHEDULE 13G/A

CUSIP No. 38911N107

Page 5 of 12 Pages

1) NAME OF REPORTING PERSON Frank LaGrange Johnson
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o
	(b) x
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5) SOLE VOTING POWER

6) SHARED VOTING POWER

7) SOLE DISPOSITIVE POWER

8) SHARED DISPOSITIVE POWER

9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.0%

12) TYPE OF REPORTING PERSON

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:
	38911N107

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:

(a)

o Broker or Dealer Registered Under Section 15 of the Act (15 U.S.C. 78o)

(b)

o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

(c)

o Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

(d)

o Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e)

o Investment Adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E)

(f)

o Employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F)

(g)

o Parent Holding Company or control person in accordance with ss.240.13d-1(b)(ii)(G)

(h)

o Savings Association as defined in ss.3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(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)

(j)

o Group, in accordance with ss.240.13d-1(b)(ii)(J)

Item 4.

Ownership.

(i)	LaGrange Capital Partners, L.P.(1)

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0.0% (2)

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(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).

(ii)	LaGrange Capital Partners Offshore Fund, Ltd.(3)

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0.0%(4)

(c)

Number of shares as to which such person has:

	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 0
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(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).

(iii)

LaGrange Capital Administration, L.L.C.(5)

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0.0%(6)

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(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).

(iv)	Frank LaGrange Johnson

(a)

Amount beneficially owned: 0

(b)

Percent of class: 0.0%(7)

(c)

Number of shares as to which such person has: 0

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 0

(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.

By:

LaGrange Capital Management, L.L.C.,

its General Partner

By:

/s/ Frank LaGrange Johnson

Frank LaGrange Johnson, its sole Member

Dated as of July 2, 2008

LaGrange Capital Partners Offshore Fund, Ltd.

By:

LaGrange Capital Administration, L.L.C., its Investment Manager

By:

/s/ Frank LaGrange Johnson

Frank LaGrange Johnson, its sole Member

Dated as of July 2, 2008

LaGrange Capital Administration, L.L.C.

By:

/s/ Frank LaGrange Johnson

Frank LaGrange Johnson, its sole Member

Dated as of July 2, 2008

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.

By:

LaGrange Capital Management, L.L.C.,

its General Partner

By:

/s/ Frank LaGrange Johnson

Frank LaGrange Johnson, its sole Member

Dated as of July 2, 2008

LaGrange Capital Partners Offshore Fund, Ltd.

By:

LaGrange Capital Administration, L.L.C.,

its Investment Manager

By:

/s/ Frank LaGrange Johnson

Frank LaGrange Johnson, its sole Member

Dated as of July 2, 2008

LaGrange Capital Administration, L.L.C.

By:

/s/ Frank LaGrange Johnson

Frank LaGrange Johnson, its sole Member

Dated as of July 2, 2008

By:

/s/ Frank LaGrange Johnson

Frank LaGrange Johnson

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