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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13(d)-2(b)

CRYPTOLOGIC INC.
(Name of Issuer)
Common
(Title of Class of Securities)
228906103
(CUSIP Number)
December 8, 2006
(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)

     þ Rule 13d-1(c)

     o 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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 

Page 1 of 14 Pages


Table of Contents

                     
CUSIP No.
 
228906103 
  Page  
  of   
14 

 

           
1   NAMES OF REPORTING PERSONS:
The Pabrai Investment Fund II, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Illinois
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   297,000
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    297,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  297,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  2.2%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN


Table of Contents

                     
CUSIP No.
 
228906103 
  Page  
  of   
14 

 

           
1   NAMES OF REPORTING PERSONS:
Pabrai Investment Fund 3, Ltd
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  British Virgin Islands
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   145,000
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    145,000
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  145,000
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  1.1%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO


Table of Contents

                     
CUSIP No.
 
228906103 
  Page  
  of   
14 

 

           
1   NAMES OF REPORTING PERSONS:
The Pabrai Investment Fund IV, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   333,029
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    333,029
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  333,029
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  2.4%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN


Table of Contents

                     
CUSIP No.
 
228906103 
  Page  
  of   
14 

 

           
1   NAMES OF REPORTING PERSONS:
Dalal Street, LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  California
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   8,500
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    8,500
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  8,500
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  *%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  CO
 
*   Less than one-tenth of one percent.
 


Table of Contents

                     
CUSIP No.
 
228906103 
  Page  
  of   
14 

 

           
1   NAMES OF REPORTING PERSONS:
Harina Kapoor
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   28,500
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    28,500
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  28,500*
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  **%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
 
*   Includes (a) 26,000 shares held by Ms. Kapoor and her husband, Mr. Pabrai, as joint tenants with rights of survivorship and (b) 2500 shares held by the IRA FBO Harina Kapoor.
 
**   Less than one-tenth of one percent.


Table of Contents

                     
CUSIP No.
 
228906103 
  Page  
  of   
14 

 

           
1   NAMES OF REPORTING PERSONS:
Mohnish Pabrai
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   812,029
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    812,029
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  812,029*
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  6.0%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
 
*   Includes (a) 26,000 shares held by Mr. Pabrai and his wife, Ms. Harina Kapoor, as joint tenants with rights of survivorship and (b) 2,500 shares held by the IRA FBO Harina Kapoor.


TABLE OF CONTENTS

Item 1. (a) Name of Issuer
Item 1. (b) Address of Issuer’s Principal Executive Offices
Item 2. (a) Name of Person Filing
Item 2. (b) Address of Principal Business Office or, if none, Residence
Item 2. (c) Citizenship
Item 2. (d) Title of Class of Securities Common Shares
Item 2. (e) CUSIP Number 228906103
Item 3. If this Statement is fled pursuant to Rule 13d-1(b), 13d-2(b) or (c), check whether the person filing is a:
Item 4. Ownership
Item 5. Ownership of Five Percent or Less of a Class
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Item 7. Identification and Classification of the Subsidiary Which Acquired Control Person
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certifications
SIGNATURES
EXHIBIT INDEX
Joint Filing Agreement


Table of Contents

     
CUSIP No. 228906103   Page 8 of 14 pages
Item 1. (a) Name of Issuer.
Cryptologic, Inc.
Item 1. (b) Address of Issuer’s Principal Executive Offices.
55 St. Clair Avenue West, 3rd Floor, Toronto, Ontario, Canada M4V 2Y7
Item 2. (a) Name of Person Filing.
     This Schedule 13G is filed on behalf of The Pabrai Investment Fund II, L.P., an Illinois limited partnership (“PIF2”), Pabrai Investment Fund 3, Ltd., a British Virgin Islands corporation (“PIF3”), The Pabrai Investment Fund IV, L.P., a Delaware limited partnership (“PIF4”), Dalal Street, LLC, a California limited liability company (“Dalal Street”), which is general partner of PIF2 and PIF4 and sole investment manager of PIF3, Harina Kapoor, and Mohnish Pabrai, sole shareholder and chief executive officer of Dalal Street and a shareholder and president of PIF3 (collectively, the “Reporting Persons”), pursuant to a Joint Reporting Agreement dated December 15, 2006, filed by the Reporting Persons as Exhibit A to this Schedule 13G.
Item 2. (b) Address of Principal Business Office or, if none, Residence.
     
 
  114 Pacifica
 
  Suite 240
 
  Irvine, CA 92618-3321
Item 2. (c) Citizenship.
     PIF2 is an Illinois limited partnership. PIF4 is a Delaware limited partnership. PIF3 is a British Virgin Islands corporation. Dalal Street is a California limited liability company. Mohnish Pabrai is a United States citizen and his wife, Harina Kapoor, is also a United States citizen.
Item 2. (d) Title of Class of Securities.     Common Shares
Item 2. (e) CUSIP Number. 228906103
Item 3. If this Statement is fled pursuant to Rule 13d-1(b), 13d-2(b) or (c), check whether the person filing is a:
     Not applicable.

 


Table of Contents

     
CUSIP No. 228906103   Page 9 of 14 pages
Item 4. Ownership.
(a) and (b).
     This Schedule 13G shall not be construed as an admission that any Reporting Person is, either for purposes of Section 13(d) or 13(g) of the Exchange Act of 1934, as amended (the “Act”) or for other purposes, is the beneficial owner of any securities covered by this statement. By virtue of the relationships between and among (i) Dalal in its capacity as the general partner and investment manager of PIF2, PIF4 and PIF3, respectively, (ii) Mohnish Pabrai, in his capacity as sole shareholder and chief executive officer of Dalal Street and as president of PIF3 and (iii) the other Reporting Persons, as further described in Item 2(a), each of the Reporting Persons may be deemed to be the beneficial owner of all or a portion of the Common Shares held by the other Reporting Persons. Because of the relationships described in Item 2(a), the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act, and as such, each member of the group would be deemed to beneficially own, in the aggregate, all the Common Shares held by members of the group. The Reporting Persons disclaim membership in a group and disclaim beneficial ownership of any of the Common Shares except as follows.
                 
    Common Shares    
Reporting Person   Beneficially Owned   % of Class (‡)
The Pabrai Investment Fund II, L.P.
    297,000       2.2 %
 
Pabrai Investment Fund 3, Ltd.
    145,000       1.1 %
 
Pabrai Investment Fund IV, L.P.
    333,029       2.4 %
 
Dalal Street, LLC
    8,500       *  
 
Harina Kapoor
    28,500 **     *  
 
Mohnish Pabrai
    812,029 ***     6.0 %
 
*   Less than one-tenth of one percent.
 
**   Includes (a) 26,000 shares held by Ms. Kapoor and her husband, Mr. Pabrai, as joint tenants with rights of survivorship, and (b) 2,500 shares held by the IRA FBO Harina Kapoor.
 
***   Includes (a) 26,000 shares held by Mr. Pabrai and his wife, Ms. Harina Kapoor, as joint tenants with rights of survivorship and (b) 2,500 shares held by the IRA FBO Harina Kapoor.

 


Table of Contents

     
CUSIP No. 228906103   Page 10 of 14 pages
     
  All percentages in this table are based on the 13.6 million common shares of Cryptologic, Inc. issued and outstanding as reported on a Form 6-K filed with the Securities and Exchange Commission on November 20, 2006.
(c)
     Dalal Street, LLC and Mohnish Pabrai, in his capacity as chief executive officer of Dalal Street, LLC, have the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of the shares set forth opposite the name of each of PIF2, PIF4 and PIF3 in the table above. Dalal Street, LLC and Mohnish Pabrai disclaim beneficial ownership of any such shares except to the extent of their pecuniary interest therein, if any. Mohnish Pabrai and Harina Kapoor share the power to vote or to direct the vote and the power to dispose or to direct the disposition of 26,000 of the shares set forth opposite their names in the table above. Harina Kapoor, in her capacity as account holder, and Mohnish Pabrai, in his capacity as husband and advisor, have the shared power to vote or to direct the vote and the shared power to dispose or to direct the disposition of the shares held by the IRA FBO Harina Kapoor. Mohnish Pabrai disclaims beneficial ownership of any such Common Shares held by the IRA FBO Harina Kapoor except to the extent of his pecuniary interest therein, if any.
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.
     Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
            Company or Control Person.
     Not applicable.
Item 8. Identification and Classification of Members of the Group.
     This Schedule 13G is being filed jointly pursuant to Rule 13d-1(k). As a result of the relationships among the Reporting Persons described herein, some or all of the Reporting Persons may be deemed to comprise a “group” within the meaning of Section 13 of the Act and the Rules promulgated thereunder. However, the Reporting Persons deny such group status.
Item 9. Notice of Dissolution of Group.
     Not applicable.

 


Table of Contents

     
CUSIP No. 228906103   Page 11 of 14 pages
Item 10. Certifications.
     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 


Table of Contents

     
CUSIP No. 228906103   Page 12 of 14 pages
SIGNATURES
     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: December 15, 2006
THE PABRAI INVESTMENT FUND II, L.P.
     By: Dalal Street, LLC, Its General Partner
         
By:
  /s/ Mohnish Pabrai     
 
 
 
Mohnish Pabrai, Chief Executive Officer
   
PABRAI INVESTMENT FUND 3, LTD.
         
By:
  /s/ Mohnish Pabrai     
 
 
 
Mohnish Pabrai, President
   
THE PABRAI INVESTMENT FUND IV, L.P.
     By: Dalal Street, LLC, Its General Partner
         
By:
  /s/ Mohnish Pabrai     
 
 
 
Mohnish Pabrai, Chief Executive Officer
   
DALAL STREET, LLC
         
By:
  /s/ Mohnish Pabrai     
 
 
 
Mohnish Pabrai, Chief Executive Officer
   
     
/s/ Harina Kapoor
 
Harina Kapoor
   
 
   
/s/ Mohnish Pabrai
 
Mohnish Pabrai
   

 


Table of Contents

     
CUSIP No. 228906103   Page 13 of 14 pages
EXHIBIT INDEX
     
EXHIBIT   DESCRIPTION
 
EXHIBIT A
  JOINT REPORTING AGREEMENT