Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Le Gaga Holdings Limited
American Depositary Shares, par value $0.01 per share (the "Shares")
521168104
December 31, 2011
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 Instructions).
| 1 |
NAME OF REPORTING PERSON Advantage Advisers Xanthus Fund, L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (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 OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER 0 |
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| 6 |
SHARED VOTING POWER 2,600,181 |
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| 7 |
SOLE DISPOSITIVE POWER 0 |
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| 8 |
SHARED DISPOSITIVE POWER 2,600,181 |
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,600,181 |
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% |
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| 12 |
TYPE OF REPORTING PERSON PN |
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| ITEM 1(a). | NAME OF ISSUER: | |
| The name of the issuer is Le Gaga Holdings Limited (the Company). | ||
| ITEM 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: | |
| The Companys principal executive offices are located at Unit 1105, The Metropolis Tower, 10 Metropolis Drive, Hung Hom, Kowloon, Hong Kong. | ||
| ITEM 2(a). | NAME OF PERSON FILING: | |
| This statement is filed by: (i) Advantage Advisers Xanthus Fund, L.L.C., a Delaware limited liability company ("Xanthus"), with respect to the Shares (defined in Item 2(d) below) directly held by it; (ii) Advantage Advisers Multi-Manager, L.L.C.,a Delaware limited liability company ("AAM"), which serves as Investment Adviser to Xanthus, with respect to the Shares directly held by Xanthus; (iii) Oppenheimer Holdings Inc., a Delaware corporation ("OPY"), the ultimate parent of AAM and various other investment advisers, with respect to the Shares directly held and the accounts and other pooled investment vehicles managed by its subsidiaries, none of which (other than Xanthus) own more than 5%; The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. |
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| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: | |
| The address of the business office of each of the Reporting Persons is Advantage Advisers Xanthus Fund, L.L.C. and Advantage Advisers Multi-Manager, L.L.C. are located at 200 Park Avenue, New York, NY 10166. Oppenheimer Holdings Inc. is located at 125 Broad Street, New York, NY 10004. | ||
| ITEM 2(c). | CITIZENSHIP: | |
| Delaware | ||
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: | |
| American Depositary Shares, par value $0.01 per share (the "Shares") | ||
| ITEM 2(e). | CUSIP NUMBER: | |
| 521168104 | ||
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: | |
| (a) | [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
| (b) | [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | [ ] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | [X] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
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| (e) | [ ] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
| (f) | [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
| (g) | [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
| (h) | [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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| (i) | [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | [ ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); | |
| (k) |
[ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: |
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| 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. | ||
| (a) | Amount beneficially owned: | |
| 2,600,181 | ||
| (b) | Percent of class: | |
| 0.1% | ||
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: | ||
| 0 | ||
| (ii) Shared power to vote or to direct the vote: | ||
| 2,600,181 | ||
| (iii) Sole power to dispose or to direct the disposition of: | ||
| 0 | ||
| (iv) Shared power to dispose or to direct the disposition of: | ||
| 2,600,181 | ||
| 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: | |
| AAM, which serves as the investment adviser to Xanthus, may be deemed to be the beneficial owner of the Shares held by Xanthus. The filing of this statement should not be construed as an admission that AAM is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of the Shares held by Xanthus. OPY, the ultimate parent of AAM, may be deemed to be the beneficial owner of the Shares held by Xanthus and the accounts managed by other investment adviser subsidiaries of OPY. The filing of this statement should not be construed as an admission that OPY is, for the purposes of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of the Shares held by Xanthus and the accounts managed by other investment adviser subsidiaries of OPY. |
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| 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: | |
| See Item 2. | ||
| 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 that purpose or effect. | ||
| February 14, 2012 |
| Date |
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ADVANTAGE ADVISERS XANTHUS FUND, L.L.C. |
| /s/ Bryan McKigney |
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| Signature |
| Bryan McKigney, Authorized Signatory |
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| Name/Title |
| February 14, 2012 |
| Date |
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ADVANTAGE ADVISERS MANAGEMENT, L.L.C. |
| /s/ Bryan McKigney |
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| Signature |
| Bryan McKigney, Authorized Signatory |
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| Name/Title |
| February 14, 2012 |
| Date |
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OPPENHEIMER HOLDINGS INC. |
| /s/Dennis McNamara |
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| Signature |
| Dennis McNamara, Authorized Signatory |
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| Name/Title |