SC 13G 1 tarrant-agria13g_0214.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Agria Corporation

(Name of Issuer)

Ordinary Shares

(Titles of Class of Securities)

G41088 108

(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:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out of 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 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 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. G41088 108				13G
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Tarrant Capital Advisors, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		5	SOLE VOTING POWER 8,650,000
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER - 0 -
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER 8,650,000
WITH:		8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,650,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.8% (1)
12	TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT

(1) Based on information reported in Issuer’s Prospectus filed on November 7, 2007.

CUSIP No. G41088 108				13G
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) David Bonderman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER - 0 -
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 8,650,000
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER - 0 -
WITH:		8	SHARED DISPOSITIVE POWER 8,650,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,650,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.8% (2)
12	TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT

(2) Based on information reported in Issuer’s Prospectus filed on November 7, 2007.

CUSIP No. G41088 108				13G
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) James G. Coulter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF		5	SOLE VOTING POWER - 0 -
SHARES BENEFICIALLY OWNED BY		6	SHARED VOTING POWER 8,650,000
EACH REPORTING PERSON		7	SOLE DISPOSITIVE POWER - 0 -
WITH:		8	SHARED DISPOSITIVE POWER 8,650,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,650,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.8% (3)
12	TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
(3) Based on information reported in Issuer’s Prospectus filed on November 7, 2007.

Item 1(a).

Name of Issuer:

Agria Corporation (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Room 706, 7/F, Huantai Building

No. 12A, South Street Zhongguancun

Haidian District, Beijing 100081

People’s Republic of China

Item 2(a).

Name of Person Filing:

This Schedule 13G is being filed jointly on behalf of Tarrant Capital Advisors, Inc., a Delaware corporation (“Tarrant Capital Advisors”), David Bonderman and James G. Coulter (each, a “Reporting Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Tarrant Capital Advisors is the sole shareholder of Tarrant Advisors, Inc., a Texas corporation, which is the general partner of TPG Ventures Professionals, L.P., a Delaware limited partnership, which is the general partner of TPG Ventures Partners, L.P., a Delaware limited partnership, which is the managing member of TPG Ventures Holdings, LLC, a Delaware limited liability company (“Ventures Holdings”), which is the sole member of TPG Biotech Advisors II, LLC, a Delaware limited liability company, which is the general partner of TPG Biotechnology GenPar II, L.P., a Delaware limited partnership, which in turn is the general partner of TPG Biotechnology Partners II, L.P., a Delaware limited partnership, which is the sole shareholder of TPG Biotech II, Ltd., a Cayman Islands company (“Biotech II”). Ventures Holdings is also the sole member of TPG Star Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Star GenPar, L.P., a Delaware limited partnership, which in turn is the general partner of TPG Star, L.P., a Delaware limited partnership, which is the sole shareholder of TPG Growth AC, Ltd., a Cayman Islands company (“Growth AC”). Biotech II and Growth AC together directly own the shares of Common Stock of the Issuer reported herein. Because of Tarrant Capital Advisors’ relationship to Biotech II and Growth AC, Tarrant Capital Advisors may be deemed to beneficially own such shares.

David Bonderman and James G. Coulter are officers, directors and sole shareholders of Tarrant Capital Advisors and therefore may be deemed to beneficially own the shares of Common Stock of the Issuer reported herein and may also be deemed to have shared power to vote or direct the vote and dispose or direct the disposition of such shares.

Items 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

c/o TPG Capital, L.P.

301 Commerce Street, Suite 3300

Forth Worth, Texas 76102

Items 2(c).

Citizenship:

Tarrant Capital Advisors: Delaware

David Bonderman: United States

James G. Coulter: United States

Item 2(d).

Titles of Classes of Securities:

Ordinary Shares

Item 2(e).

CUSIP Number:

G41088 108

Item 3.		If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
	(c), Check Whether the Person Filing is a(n):

(a)

o Broker or dealer registered under Section 15 of the Exchange Act.

(b)

o Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)

o Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(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 Rule 13d-1(b)(1)(ii)(E).

(f)

o Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).

(g)

o Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(h)

o Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j)

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

Item 4.	Ownership
	(a)	Amount Beneficially Owned:
		See responses to Item 9 on each cover page.
	(b)	Percent of Class:
		See responses to Item 11 on each cover page.

(c)	Number of shares as to which such person has:
	(i)	Sole power to vote or to direct the vote: See responses to Item 5 on each cover page.
	(ii)	Shared power to vote or to direct the vote: See responses to Item 6 on each cover page.
	(iii)	Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page.
	(iv)	Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.

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 o.

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.

See response to Item 2(a) above.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

Not Applicable.

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.

Dated: February 14, 2008

	Tarrant Capital Advisors, Inc.
	By: /s/ Clive D. Bode
	Name:	Clive D. Bode
	Title:	Vice President

	David Bonderman

	By: /s/ Clive D. Bode
	Name:	Clive D. Bode, on behalf of David Bonderman (4)

	James G. Coulter

	By: /s/ Clive D. Bode
	Name:	Clive D. Bode, on behalf of James G. Coulter (5)

_______________

(4) Clive D. Bode is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated August 31, 2006, which was previously filed with the Securities and Exchange Commission (“Commission”) as an exhibit to a Form 4 (SEC File No.: 001-32875) filed by Mr. Bonderman on March 1, 2007.

(5) Clive D. Bode is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated August 31, 2006, which was previously filed with the Commission as an exhibit to a Form 4 (SEC File No.: 001-32927) filed by Mr. Coulter on March 1, 2007.

Exhibit Index

Exhibit A

Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.*

________

* Incorporated herein by reference to the Agreement of Joint Filing, dated as of November 12, 2007, which was previously filed with the Commission as Exhibit 1 to the Schedule 13D filed on November 13, 2007 (SEC File No. 005-57845) by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors IV, Inc., TPG Advisors V, Inc., T3 Advisors II, Inc., Tarrant Advisors, Inc., Tarrant Capital Advisors, Inc., David Bonderman and James G. Coulter.