-----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, JJy1WvyGYiezQ+4mH+vDMKsmz8cidozSBH4gRXQHeTVL2R6Pmw2Yrs4uSHPs1aww izrUfKtlEEu9bEaVtsAADw== 0000921895-09-001886.txt : 20090710 0000921895-09-001886.hdr.sgml : 20090710 20090710172850 ACCESSION NUMBER: 0000921895-09-001886 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090710 DATE AS OF CHANGE: 20090710 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80768 FILM NUMBER: 09940803 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: RAMIUS LLC CENTRAL INDEX KEY: 0001050154 IRS NUMBER: 133937658 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122014823 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVENUE STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: RAMIUS CAPITAL GROUP LLC DATE OF NAME CHANGE: 20010212 SC 13D/A 1 sc13da1206297010_07102009.htm AMENDMENT NO. 12 TO THE SCHEDULE 13D sc13da1206297010_07102009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 12)1

Gravity Co., Ltd
(Name of Issuer)

Common Stock , Par Value Won 500 Per Share
(Title of Class of Securities)

38911N107
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 8, 2009
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

The information required on 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 NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
40,635.25
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
40,635.25
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
40,635.25
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
CO

2

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
PARCHE, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
25,564
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
25,564
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
25,564
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

3

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
RAMIUS ENTERPRISE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
25,564
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
25,564
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
25,564
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

4

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
RAMIUS MERGER ARBITRAGE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO

5

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
RAMIUS LEVEREGED MULTI-STRATEGY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO

6

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
RAMIUS MULTI-STRATEGY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO

7

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
RCG STARBOARD ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
66,199.25
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
66,199.25
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
66,199.25
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
OO

8

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
RAMIUS ADVISORS, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
402,628.25
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
402,628.25
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
402,628.25
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.8%
14
TYPE OF REPORTING PERSON
 
IA, OO

9

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
RCG PB, LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
377,058.25
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
377,058.25
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
377,058.25
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.4%
14
TYPE OF REPORTING PERSON
 
CO

10

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
SAFE HARBOR MASTER FUND, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN

11

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
SAFE HARBOR INVESTMENT LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO

12

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
RAMIUS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
443,257.5
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
443,257.5
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
443,257.5
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.4%
14
TYPE OF REPORTING PERSON
 
OO

13

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
PETER A. COHEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
443,257.5
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
443,257.5
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
443,257.5
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.4%
14
TYPE OF REPORTING PERSON
 
IN

14

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
MORGAN B. STARK
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
443,257.5
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
443,257.5
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
443,257.5
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.4%
14
TYPE OF REPORTING PERSON
 
IN

15

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
THOMAS W. STRAUSS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
443,257.5
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
443,257.5
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
443,257.5
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.4%
14
TYPE OF REPORTING PERSON
 
IN

16

CUSIP NO. 38911N107
 
1
NAME OF REPORTING PERSON
 
JEFFREY M. SOLOMON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
443,257.5
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
443,257.5
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
443,257.5
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.4%
14
TYPE OF REPORTING PERSON
 
IN

17

CUSIP NO. 38911N107
 
This Amendment No. 12 (“Amendment No. 12”) amends the statement on Schedule 13D dated March 28, 2006 as amended by Amendment No. 1 dated May 2, 2006, Amendment No. 2 dated May 23, 2006, Amendment No. 3 dated June 1, 2006, Amendment No. 4 dated July 14, 2006, Amendment No. 5 dated July 26, 2006, Amendment No. 6 dated August 22, 2006, Amendment No. 7 dated August 25, 2006, Amendment No. 8 dated October 31, 2006, Amendment No. 9 dated November 8, 2006, Amendment No. 10 dated November 20, 2006 and Amendment No. 11 dated February 13, 2008 (the “Original Statement”).  Any capitalized terms used in this Amendment No. 12 and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Statement.
 
Item 2.
Identity and Background.
 
Item 2 is hereby amended to add the following:
 
Since the filing of Amendment No. 11:
 
 
i.
Starboard Value and Opportunity Master Fund, Ltd. changed its name to Ramius Value and Opportunity Master Fund Ltd (“Value and Opportunity Master Fund”).
 
 
ii.
RCG Enterprise Ltd changed its name to Ramius Enterprise Master Fund Ltd (“Enterprise Master Fund”).
 
 
iii.
RCG Ambrose Master Fund, Ltd changed its name to Ramius Merger Arbitrage Master Fund Ltd (“Merger Arbitrage Master Fund”).
 
 
iv.
RCG Halifax, Ltd changed its name to Ramius Leveraged Multi-Strategy Master Fund Ltd (“Leveraged Multi-Strategy Master Fund”).
 
 
v.
Ramius Master Fund, Ltd changed its name to Ramius Multi-Strategy Master Fund Ltd (“Multi-Strategy Master Fund”).
 
 
vi.
Ramius Capital Group, L.L.C. changed its name to Ramius LLC (“Ramius”).
 
 
vii.
Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Ramius Master Fund and Safe Harbor Master Fund transferred the shares of Common Stock directly owned by each entity to RCG PB and, as such, no longer own any shares of Common Stock.  Accordingly, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Ramius Master Fund, Safe Harbor Master Fund and Safe Harbor Investment are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 12 to the Schedule 13D.  The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The shares of Common Stock purchased by the Reporting Persons were purchased with the working capital of such entities (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases.  The aggregate purchase cost of the 443,257.5 shares of Common Stock beneficially owned in the aggregate by the Reporting Persons is approximately $3,195,657, excluding brokerage commissions.
 
18

CUSIP NO. 38911N107
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5 is hereby amended and restated to read as follows:
 
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 6,948,900 shares of Common Stock outstanding, as of December 31, 2008, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Annual Report of Foreign Private Issuers on Form 20-F, filed with the Securities and Exchange Commission on June 30, 2009.
 
By virtue of the communications among the Reporting Persons and representatives of Moon Capital Management LP and certain of its affiliates (collectively, “Moon Capital”) and certain actions related to the matters more fully described in that certain Sharing Agreement, dated as of March 28, 2006, between the Reporting Persons and Moon Capital as to the sharing of certain information and expenses attached as Exhibit III to the Original Statement, the Reporting Persons may be deemed to be a “group” with Moon Capital for purposes of the Securities Exchange Act of 1934, as amended.  On the basis of information provided to the Reporting Persons by Moon Capital, the Reporting Persons believe that Moon Capital is the beneficial owner of an aggregate of 1,943,864 ADSs and 105,971 shares of Common Stock, representing in the aggregate approximately 8.5% of the outstanding shares of Common Stock.  The Reporting Persons expressly disclaim beneficial ownership of securities held by any person or entity other than the various accounts under the Reporting Persons’ management and control.  The securities reported herein as being beneficially owned by the Reporting Persons do not include any securities held by Moon Capital (including but not limited to accounts or entities under its control) or any other person or entity other than the various entities and accounts under Moon Capital’s management and control.
 
Since the filing of Amendment No. 11, Merger Arbitrage Master Fund, Leveraged Multi-Strategy Master Fund, Ramius Master Fund and Safe Harbor Master Fund transferred the shares of Common Stock directly owned by each entity to RCG PB and, as such, no longer own any shares of Common Stock.
 
Any disclosures made herein with respect to persons or entities other than the Reporting Persons are made on information and belief.
 
A.
Value and Opportunity Master Fund
 
 
(a)
As of the date of this filing, Value and Opportunity Master Fund beneficially owns 40,635.25 shares of Common Stock.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 40,635.25
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 40,635.25
 
 
(c)
The transactions in the shares of Common Stock by Value and Opportunity Master Fund during the past 60 days are set forth in Schedule A and are incorporated by reference.
 
19

CUSIP NO. 38911N107
 
B.
Parche
 
 
(a)
As of the date of this filing, Parche beneficially owns 25,564 shares of Common Stock.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 25,564
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 25,564
 
 
(c)
The transactions in the shares of Common Stock by Parche during the past 60 days are set forth in Schedule A and are incorporated by reference.
 
C.
Enterprise Master Fund
 
 
(a)
As the sole non-managing member of Parche and owner of all economic interests therein, Enterprise Master Fund may be deemed the beneficial owner of the 25,564 shares of Common Stock beneficially owned by Parche.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 25,564
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 25,564
 
 
(c)
Enterprise Master Fund did not enter into any transactions in the shares of Common Stock during the past 60 days.  The transactions in the shares of Common Stock during the past 60 days on behalf of Parche are set forth in Schedule A and are incorporated by reference.
 
D.
RCG PB
 
 
(a)
As of the date of this filing, RCG PB beneficially owns 377,058.25 shares of Common Stock.
 
Percentage: Approximately 5.4%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 377,058.25
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 377,058.25
 
 
(c)
The transactions in the shares of Common Stock by RCG PB during the past 60 days are set forth in Schedule A and are incorporated by reference.
 
E.
Ramius Advisors
 
 
(a)
As the investment advisor of each of Enterprise Master Fund and RCG PB, Ramius Advisors may be deemed the beneficial owner of (i) 25,564 shares of Common Stock beneficially owned by Parche and (ii) 377,058.25 shares of Common Stock beneficially owned by RCG PB.
 
Percentage: Approximately 5.8%
 
20

CUSIP NO. 38911N107
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 402,628.25
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 402,628.25
 
 
(c)
Ramius Advisors did not enter into any transactions in the Common Stock during the past 60 days.  The transactions in the shares of Common Stock during the past 60 days on behalf of Parche and RCG PB are set forth in Schedule A and are incorporated by reference.
 
F.
RCG Starboard Advisors
 
 
(a)
As the investment manager of Value and Opportunity Master Fund and the managing member of Parche, RCG Starboard Advisors may be deemed the beneficial owner of (i) 40,635.25 shares of Common Stock owned by Value and Opportunity Master Fund and (ii) 25,564 shares of Common Stock owned by Parche.
 
Percentage: Less than 1%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 66,199.25
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 66,199.25
 
 
(c)
RCG Starboard Advisors did not enter into any transactions in the Common Stock during the past 60 days.  The transactions in the shares of Common Stock during the past 60 days on behalf of Value and Opportunity Master Fund and Parche are set forth in Schedule A and are incorporated by reference.
 
G.
Ramius
 
 
(a)
As the sole member of each of RCG Starboard Advisors and Ramius Advisors, Ramius may be deemed the beneficial owner of (i) 40,635.25 shares of Common Stock owned by Value and Opportunity Master Fund, (ii) 25,564 shares of Common Stock beneficially owned by Parche and (iii) 377,058.25 shares of Common Stock beneficially owned by RCG PB.
 
Percentage: Approximately 6.4%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 443,257.5
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 443,257.5
 
 
(c)
Ramius did not enter into any transactions in the shares of Common Stock during the past 60 days.  The transactions in the shares of Common Stock during the past 60 days on behalf of Value and Opportunity Master Fund, Parche and RCG PB are set forth in Schedule A and are incorporated by reference.
 
21

CUSIP NO. 38911N107
 
H.
C4S
 
 
(a)
As the managing member of Ramius, C4S may be deemed the beneficial owner of (i) 40,635.25 shares of Common Stock owned by Value and Opportunity Master Fund, (ii) 25,564 shares of Common Stock beneficially owned by Parche and (iii) 377,058.25 shares of Common Stock beneficially owned by RCG PB.
 
Percentage: Approximately 6.4%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 443,257.5
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 443,257.5
 
 
(c)
C4S did not enter into any transactions in the Common Stock during the past 60 days.  The transactions in the shares of Common Stock during the past 60 days on behalf of Value and Opportunity Master Fund, Parche and RCG PB are set forth in Schedule A and are incorporated by reference.
 
I.
Messrs. Cohen, Stark, Strauss and Solomon
 
 
(a)
As the managing members of C4S, each of Messrs. Cohen, Stark, Strauss and Solomon may be deemed the beneficial owner of (i) 40,635.25 shares of Common Stock owned by Value and Opportunity Master Fund, (ii) 25,564 shares of Common Stock beneficially owned by Parche and (iii) 377,058.25 shares of Common Stock beneficially owned by RCG PB.
 
Percentage: Approximately 6.4%
 
 
(b)
1.  Sole power to vote or direct vote: 0
 
2.  Shared power to vote or direct vote: 443,257.5
 
3.  Sole power to dispose or direct the disposition: 0
 
4.  Shared power to dispose or direct the disposition: 443,257.5
 
 
(c)
None of Messrs. Cohen, Stark, Strauss or Solomon entered into any transactions in the Common Stock in the past 60 days.  The transactions in the shares of Common Stock during the past 60 days on behalf of Value and Opportunity Master Fund, Parche and RCG PB are set forth in Schedule A and are incorporated by reference.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of the Common Stock.
 
 
(e)
Not applicable
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
Item 6 is hereby amended to add the following:
 
On July 10, 2009, Value and Opportunity Master Fund, Parche, RCG PB, Enterprise Master Fund, RCG Starboard Advisors, Ramius Advisors, Ramius, C4S, Mr. Cohen, Mr. Solomon, Mr. Stark and Mr. Strauss  (collectively, the “Group”) entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 12 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
 
22

CUSIP NO. 38911N107
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
Exhibit 99.1        Joint Filing Agreement by and among Ramius Value and Opportunity Master Fund Ltd, Parche, LLC, Ramius Enterprise Master Fund Ltd, RCG Starboard Advisors, LLC, Ramius Advisors, LLC, RCG PB, Ltd, Ramius LLC, C4S & Co., L.L.C., Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss, and Jeffrey M. Solomon, dated July 10, 2009.
 
23

CUSIP NO. 38911N107
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  July 10, 2009

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
 
RCG PB, LTD
By:
RGC Starboard Advisors, LLC,
its investment manager
 
By:
Ramius Advisors, L.L.C.,
its investment advisor
By:
Ramius LLC,
its sole member
 
By:
Ramius LLC,
its sole member
By:
C4S & Co., L.L.C.,
its managing member
 
By:
C4S & Co., L.L.C.,
its managing member
     
RAMIUS MULTI-STRATEGY MASTER FUND LTD
 
RAMIUS ENTERPRISE MASTER FUND LTD
By:
Ramius Advisors, L.L.C.,
its investment advisor
 
By:
Ramius Advisors, L.L.C.,
its investment advisor
By:
Ramius LLC,
its sole member
 
By:
Ramius LLC,
its sole member
By:
C4S & Co., L.L.C.,
its managing member
 
By:
C4S & Co., L.L.C.,
its managing member
     
RAMIUS MERGER ARBITRAGE MASTER FUND LTD
 
SAFE HARBOR MASTER FUND, L.P
By:
Ramius Advisors, L.L.C.,
its investment advisor
 
By:
Safe Harbor Investment Ltd.,
its general partner
By:
Ramius LLC,
its sole member
     
By:
C4S & Co., L.L.C.,
its managing member
     
     
RAMIUS LEVERAGED MULTI-STRATEGY MASTER FUND LTD
 
RAMIUS ADVISORS, LLC
By:
Ramius Advisors, L.L.C.,
its investment advisor
 
By:
Ramius LLC,
its sole member
By:
Ramius LLC,
its sole member
 
By:
C4S & Co., L.L.C.,
its managing member
By:
C4S & Co., L.L.C., its managing member
     
 
24

CUSIP NO. 38911N107
 
PARCHE, LLC
 
RCG STARBOARD ADVISORS, LLC
By:
RCG Starboard Advisors, LLC,
its managing member
 
By:
Ramius LLC,
its sole member
By:
Ramius LLC,
its sole member
 
By:
C4S & Co., L.L.C.,
its managing member
By:
C4S & Co., L.L.C.,
its managing member
 
SAFE HARBOR INVESTMENT LTD.
     
   
RAMIUS LLC
   
By:
C4S & Co., L.L.C.,
as managing member
     
   
C4S & CO., L.L.C.

 
 
By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory



/s/ Jeffrey M. Solomon
JEFFREY M. SOLOMON
Individually and as attorney-in-fact for Peter A.
Cohen, Morgan B. Stark and Thomas W. Strauss
 
 
25

CUSIP NO. 38911N107
 
SCHEDULE A

Transactions in the Securities of the Issuer During the Past 60 Days

Class of
Security
Securities
(Sold)
 
Price ($)
Date of
Sale
       

Parche, LLC
 
American depositary shares
1
(225,349)
 
1.6101
07/08/09
American depositary shares
 
(19,555)
 
1.5943
07/09/09
           

Ramius Value and Opportunity Master Fund Ltd
 
American depositary shares
 
(77,105)
 
1.6101
07/08/09
American depositary shares
 
(31,083)
 
1.5943
07/09/09
           

RCG PB, Ltd
 
American depositary shares
 
(337,546)
 
1.6101
07/08/09
American depositary shares
 
(207,362)
 
1.5943
07/09/09



1 The American depositary shares each represent one-fourth of a share of Common Stock.
 
26
EX-99.1 2 ex99113da1206297010_07102009.htm JOINT FILING AGREEMENT ex99113da1206297010_07102009.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 12 to the Schedule 13D originally filed on March 28, 2006 (including additional amendments thereto) with respect to the shares of Common Stock, par value won 500 per share, of Gravity Co., Ltd.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
 
Dated:  July 10, 2009

RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
 
RCG PB, LTD
By:
RGC Starboard Advisors, LLC,
its investment manager
 
By:
Ramius Advisors, L.L.C.,
its investment advisor
By:
Ramius LLC,
its sole member
 
By:
Ramius LLC,
its sole member
By:
C4S & Co., L.L.C.,
its managing member
 
By:
C4S & Co., L.L.C.,
its managing member

RAMIUS ENTERPRISE MASTER FUND LTD
 
RAMIUS ADVISORS, LLC
By:
Ramius Advisors, L.L.C.,
its investment advisor
 
By:
Ramius LLC,
its sole member
By:
Ramius LLC,
its sole member
 
By:
C4S & Co., L.L.C.,
its managing member
By:
C4S & Co., L.L.C.,
its managing member
     

PARCHE, LLC
 
RCG STARBOARD ADVISORS, LLC
By:
RCG Starboard Advisors, LLC,
its managing member
 
By:
Ramius LLC,
its sole member
By:
Ramius LLC,
its sole member
 
By:
C4S & Co., L.L.C.,
its managing member
By:
C4S & Co., L.L.C.,
its managing member
   

   
RAMIUS LLC
   
By:
C4S & Co., L.L.C.,
as managing member
     
   
C4S & CO., L.L.C.
     
     

 
 
By:
/s/ Jeffrey M. Solomon
 
Name:
Jeffrey M. Solomon
 
Title:
Authorized Signatory


/s/ Jeffrey M. Solomon
JEFFREY M. SOLOMON
Individually and as attorney-in-fact for
Peter A. Cohen, Morgan B. Stark and
Thomas W. Strauss
 



-----END PRIVACY-ENHANCED MESSAGE-----