-----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, TaA7MGf7RmB/W6qsxSklQzlgJq8n90jmrwXbWEI8aou16XZ6wdDpc9pHn19I+UFu a827HuqojWEeuViUDJ99xg== 0000949308-08-000122.txt : 20080212 0000949308-08-000122.hdr.sgml : 20080212 20080212121755 ACCESSION NUMBER: 0000949308-08-000122 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080212 DATE AS OF CHANGE: 20080212 GROUP MEMBERS: CAPITAL INTERNATIONAL, INC. GROUP MEMBERS: EMERGING MARKETS GROWTH FUND, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gmarket Inc. CENTRAL INDEX KEY: 0001365241 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-81900 FILM NUMBER: 08596689 BUSINESS ADDRESS: STREET 1: 8TH FLOOR, LIG TOWER, 649-11 STREET 2: YEOKSAM-DONG, GANGNAM-GU CITY: SEOUL STATE: M5 ZIP: 135-912 BUSINESS PHONE: 822-1566-5701 MAIL ADDRESS: STREET 1: 8TH FLOOR, LIG TOWER, 649-11 STREET 2: YEOKSAM-DONG, GANGNAM-GU CITY: SEOUL STATE: M5 ZIP: 135-912 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL GROUP INTERNATIONAL INC CENTRAL INDEX KEY: 0000949308 IRS NUMBER: 954154357 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BOULEVARD 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90025-3384 BUSINESS PHONE: 2134869501 MAIL ADDRESS: STREET 1: CAPITAL GROUP INTERNATIONAL INC STREET 2: 11100 SANTA MONICA BLVD 15TH FL CITY: LOS ANGELES STATE: CA ZIP: 90025-3384 SC 13G 1 edggmkt.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gmarket Inc. (Name of Issuer) American Depositary Shares representing Common Stock (Title of Class of Securities) 38012G100 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP: 38012G100 Page 1 of 9 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital Group International, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER 4,816,490 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 4,864,700 PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,864,700 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.8% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC CUSIP: 38012G100 Page 2 of 9 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital International, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California 5 SOLE VOTING POWER 3,737,050 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 3,760,950 PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,760,950 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.6% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA CUSIP: 38012G100 Page 3 of 9 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Emerging Markets Growth Fund, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Maryland 5 SOLE VOTING POWER NONE 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING NONE PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,503,089 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IV CUSIP: 38012G100 Page 4 of 9 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No. Item 1(a) Name of Issuer: Gmarket Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 8th Floor, LIG Tower 649-11 Yeoksam-Dong Gangnam-Gu, Seoul 135-912 Korea Item 2(a) Name of Person(s) Filing: Capital Group International, Inc., Capital International, Inc. and Emerging Markets Growth Fund, Inc. Item 2(b) Address of Principal Business Office or, if none, Residence: 11100 Santa Monica Blvd. Los Angeles, CA 90025 Item 2(c) Citizenship: N/A Item 2(d) Title of Class of Securities: American Depositary Shares representing Common Stock Item 2(e) CUSIP Number: 38012G100 Item 3 If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (d) [X] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). (g) [X] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G). Item 4 Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. See pages 2 to 4 (a) Amount beneficially owned: (b) Percent of class: (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: CUSIP: 38012G100 Page 5 of 9 Capital Group International, Inc. ("CGII") is the parent holding company of a group of investment management companies that hold investment power and, in some cases, voting power over the securities reported in this Schedule 13G. The investment management companies, which include a "bank" as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (the "Act") and several investment advisers registered under Section 203 of the Investment Advisers Act of 1940, provide investment advisory and management services for their respective clients which include registered investment companies and institutional accounts. CGII does not have investment power or voting power over any of the securities reported herein. However, by virtue of Rule 13d-3 under the Act, CGII may be deemed to "beneficially own" 4,864,700 American Depositary Shares or 9.8% of the 49,506,210 shares of Common Stock, including American Depositary Shares, believed to be outstanding. Capital International, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 is deemed to be the beneficial owner of 3,760,950 American Depositary Shares or 7.6% of the 49,506,210 shares of Common Stock, including American Depositary Shares, believed to be outstanding as a result of acting as investment adviser to various investment companies and institutional accounts. Emerging Markets Growth Fund, Inc., an investment company registered under the Investment Company Act of 1940, which is advised by Capital International, Inc., is the beneficial owner of 2,503,089 American Depositary Shares or 5.1% of the 49,506,210 shares of Common Stock, including American Depositary Shares, believed to be outstanding. All of the shares reported are held in the form of American Depositary Shares, which each represent 1 share of Common Stock. 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: [ ] Item 6 Ownership of More than Five Percent on Behalf of Another Person: One or more clients of Capital Group International, Inc. have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the American Depositary Shares representing Common Stock of Gmarket Inc.. Capital Group International, Inc. holds more than five percent of the outstanding American Depositary Shares representing Common Stock of Gmarket Inc. as of December 31, 2007 on behalf of each of the following client(s): Emerging Markets Growth Fund, Inc. CUSIP: 38012G100 Page 6 of 9 Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. 1. Capital Guardian Trust Company is a bank as defined in Section 3(a)(6) of the Act and an investment adviser registered under Section 203 of the Investment Adviser Act of 1940, and a wholly owned subsidiary of Capital Group International, Inc. 2. Capital International Research and Management, Inc. dba Capital International, Inc. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and is a wholly owned subsidiary of Capital Group International, Inc. 3. Capital International Limited (CIL) does not fall within any of the categories described in Rule 13d-1(b)(ii)(A-F) but its holdings of any reported securities come within the five percent limitation as set forth in a December 15, 1986 no- action letter from the Staff of the Securities and Exchange Commission to The Capital Group Companies, Inc. CIL is a wholly owned subsidiary of Capital Group International, Inc. 4. Capital International S.A. (CISA) does not fall within any of the categories described in Rule 13d-1(b)(ii)(A-F) but its holdings of any reported securities come within the five percent limitation as set forth in a December 15, 1986 no- action letter from the Staff of the Securities and Exchange Commission to The Capital Group Companies, Inc. CISA is a wholly owned subsidiary of Capital Group International, Inc. 5. Capital International, Inc. serves as investment adviser to Emerging Markets Growth Fund, Inc., an investment company registered under the Investment Company Act of 1940. Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A 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 that purpose or effect. CUSIP: 38012G100 Page 7 of 9 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 5, 2008 Signature: *David I. Fisher Name/Title: David I. Fisher, Chairman Capital Group International, Inc. Date: February 5, 2008 Signature: *David I. Fisher Name/Title: David I. Fisher, Vice Chairman Capital International, Inc. Date: February 5, 2008 Signature: *David I. Fisher Name/Title: David I. Fisher, Executive Vice President Emerging Markets Growth Fund, Inc. ^By /s/ Kristine M. Nishiyama Kristine M. Nishiyama Attorney-in-fact Signed pursuant to a Power of Attorney dated December 28, 2007 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Group International, Inc. on February 1, 2008 with respect to Beazer Homes USA Inc. CUSIP: 38012G100 Page 8 of 9 AGREEMENT Los Angeles, CA February 5, 2008 Capital Group International, Inc. ("CGII"), Capital International, Inc. ("CII") and Emerging Markets Growth Fund, Inc. ("EMGF") hereby agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934 (the "Act") in connection with their beneficial ownership of American Depositary Shares representing Common Stock issued by Gmarket Inc. CGII, CII and EMGF state that they are each entitled to individually use Schedule 13G pursuant to Rule 13d-1(c) of the Act. CGII, CII and EMGF are each responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but are not responsible for the completeness or accuracy of the information concerning the others. CAPITAL GROUP INTERNATIONAL, INC. BY: *David I. Fisher David I. Fisher, Chairman Capital Group International, Inc. CAPITAL INTERNATIONAL, INC. BY: *David I. Fisher David I. Fisher, Vice Chairman Capital International, Inc. EMERGING MARKETS GROWTH FUND, INC. BY: *David I. Fisher David I. Fisher, Executive Vice President Emerging Markets Growth Fund, Inc. ^By /s/ Kristine M. Nishiyama Kristine M. Nishiyama Attorney-in-fact Signed pursuant to a Power of Attorney dated December 28, 2007 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Group International, Inc. on February 1, 2008 with respect to Beazer Homes USA Inc. CUSIP: 38012G100 Page 9 of 9 -----END PRIVACY-ENHANCED MESSAGE-----