13G

-----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, MDFki95OW1SqS9lIAxV087pbpu1JBB1EM/MlJoeOVvADA4toCZemfem1aMYXKMvv 5SZ+0EZxQGLzEWATMUgcTQ== 0000902561-08-000136.txt : 20080919 0000902561-08-000136.hdr.sgml : 20080919 20080919112540 ACCESSION NUMBER: 0000902561-08-000136 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080919 DATE AS OF CHANGE: 20080919 GROUP MEMBERS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRONOX INC CENTRAL INDEX KEY: 0001328910 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 202868245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81175 FILM NUMBER: 081079701 BUSINESS ADDRESS: STREET 1: ONE LEADERSHIP SQUARE, SUITE 300 STREET 2: 211 NORTH ROBINSON CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 405-775-5000 MAIL ADDRESS: STREET 1: ONE LEADERSHIP SQUARE, SUITE 300 STREET 2: 211 NORTH ROBINSON CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 FORMER COMPANY: FORMER CONFORMED NAME: New-Co Chemical, Inc. DATE OF NAME CHANGE: 20050601 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 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 1 sc13g_tronoxinc082608.htm SCHEDULE 13G 13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________

Under the Securities Exchange Act of 1934

SCHEDULE 13G

INFORMATION STATEMENTS PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934

TRONOX INCORPORATED

(Name of Issuer)

Class B Common Stock, $0.01 par value

(Title of Class of Securities)

897051108

(CUSIP Number)

August 26, 2008

(Date of Event Which Requires Filing of this Statement)

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)

CUSIP No. 129915203					SCHEDULE 13G	Page 2 of 11 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			5	SOLE VOTING POWER 989,725
OWNED BY EACH REPORTING			6	SHARED VOTING POWER 0
PERSON WITH			7	SOLE DISPOSITIVE POWER 989,725
			8	SHARED DISPOSITIVE POWER 0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 989,725
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.3%
12		TYPE OF REPORTING PERSON PN

CUSIP No. 129915203					SCHEDULE 13G	Page 3 of 11 Pages
1	NAME OF REPORTING PERSON LaGrange Capital Partners Offshore Fund, Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-4630745
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			5	SOLE VOTING POWER 274,910
OWNED BY EACH REPORTING			6	SHARED VOTING POWER 0
PERSON WITH			7	SOLE DISPOSITIVE POWER 274,910
			8	SHARED DISPOSITIVE POWER 0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 274,910
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2%
12		TYPE OF REPORTING PERSON* CO

129915203					SCHEDULE 13G	Page 4 of 11 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			5	SOLE VOTING POWER 1,264,635
OWNED BY EACH REPORTING			6	SHARED VOTING POWER 0
PERSON WITH			7	SOLE DISPOSITIVE POWER 1,264,635
			8	SHARED DISPOSITIVE POWER 0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,264,635
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5%
12		TYPE OF REPORTING PERSON* IA

129915203					SCHEDULE 13G	Page 5 of 11 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			5	SOLE VOTING POWER 1,264,635
OWNED BY EACH REPORTING			6	SHARED VOTING POWER 0
PERSON WITH			7	SOLE DISPOSITIVE POWER 1,264,635
			8	SHARED DISPOSITIVE POWER 0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,264,635
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5%
12		TYPE OF REPORTING PERSON* IN

SCHEDULE 13G

Item 1(a).		Name of Issuer:

		Tronox Incorporated

Item 1(b).		Address of Issuer's Principal Executive Offices:

		One Leadership Square, Suite 300
		211 N. Robinson Ave.
		Oklahoma City, Oklahoma 73102

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:

		Class B Common Stock, $0.01 par value

Item 2(e).		CUSIP Number:

		897051108

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. 8oa-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	Saving 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 investment company under ss.3 (c) (25) of the Investment Company Act 0f 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: 989,725

	(b)	Percent of Class: 4.3% (2)

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote: 989,725

		(ii)	Shared power to vote or to direct the vote: 0

		(iii)	Sole power to dispose or to direct the disposition of: 989,725

		(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 22,889,431 shares of Class B Common Stock outstanding as of July 31, 2008 (as set forth on the Issuer's Form 10-Q, filed on August 11, 2008 with the Securities and Exchange Commission).

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

	(a) Amount beneficially owned: 274,910

	(b) Percent of class: 1.2% (4)

	(c) Number of shares as to which such person has:

	(i) Sole power to vote or to direct the vote: 274,910

	(ii) Shared power to vote or to direct the vote: 0

	(iii) Sole power to dispose or to direct the disposition of: 274,910

	(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 22,889,431 shares of Class B Common Stock outstanding as of July 31, 2008 (as set forth on the Issuer's Form 10-Q, filed on August 11, 2008 with the Securities and Exchange Commission).


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

	(a) Amount beneficially owned: 1,264,635

	(b) Percent of class: 5.5% (6)

	(c) Number of shares as to which such person has:

	(i) Sole power to vote or to direct the vote: 1,264,635

	(ii) Shared power to vote or to direct the vote: 0

	(iii) Sole power to dispose or to direct the disposition of: 1,264,635

	(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 22,889,431 shares of Class B Common Stock outstanding as of July 31, 2008 (as set forth on the Issuer's Form 10-Q, filed on August 11, 2008 with the Securities and Exchange Commission).


(iv)	Frank LaGrange Johnson

	(a) Amount beneficially owned: 1,264,635

	(b) Percent of class: 5.5% (7)

	(c) Number of shares as to which such person has:

	(i) Sole power to vote or to direct the vote: 1,264,635

	(ii) Shared power to vote or to direct the vote: 0

	(iii) Sole power to dispose or to direct the disposition of: 1,264,635

	(iv) Shared power to dispose or to direct the disposition of: 0

__________
(7) Percentages are based on 22,889,431 shares of Class B Common Stock outstanding as of July 31, 2008 (as set forth on the Issuer's Form 10-Q, filed on August 11, 2008 with the Securities and Exchange Commission).

Item 5.	Ownership of Five Percent or Less of a Class.

		Not applicable.

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 a Group.

		Not applicable.

Item 10.	Certification.

By signing blow 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 of my 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 September 19, 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 September 19, 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 September 19, 2008
	LaGrange Capital Administration, L.L.C.
	By: /s/ Frank LaGrange Johnson Frank LaGrange Johnson, its sole Member



Dated as of September 19, 2008
	By: /s/ Frank LaGrange Johnson Frank LaGrange Johnson, its sole Member

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 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 September 19, 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 September 19, 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 September 19, 2008
	LaGrange Capital Administration, L.L.C.
	By: /s/ Frank LaGrange Johnson Frank LaGrange Johnson, its sole Member




Dated as of September 19, 2008
	By: /s/ Frank LaGrange Johnson Frank LaGrange Johnson, its sole Member

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