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CUSIP No.
53225G102
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13D/A
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1
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Name of Reporting Person
I.R.S. Identification of Above Person
Zall Cross-border E-commerce Investment Company Limited
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
AF
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
49,955,000
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
49,955,000
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
49,955,000
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
o
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13
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Percent of Class Represented by Amount in Row (11)
34.4%*
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14
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Type of Reporting Person
CO
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*E-commerce may be deemed to beneficially own 49,955,000 Ordinary Shares and 34.39% of the Ordinary Shares assuming 145,275,605 Ordinary Shares outstanding which includes 7,455,000 Ordinary Shares purchasable under the Warrant.
3
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CUSIP No.
53225G102
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13D/A
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1
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Name of Reporting Person
I.R.S. Identification of Above Person
Zall Development (BVI) Holding Company Limited
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
WC
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
53,057,340
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
53,057,340
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
53,057,340
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
o
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13
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Percent of Class Represented by Amount in Row (11)
36.5%*
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14
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Type of Reporting Person
CO
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* Development may be deemed to beneficially own 53,057,340 Ordinary Shares and 36.52% of the Ordinary Shares assuming 145,275,605 Ordinary Shares outstanding which includes 7,455,000 Ordinary Shares purchasable under the Warrant.
4
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CUSIP No.
53225G102
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13D/A
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1
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Name of Reporting Person
I.R.S. Identification of Above Person
Zall Group Ltd. †
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
AF
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
53,057,340
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
53,057,340
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
53,057,340
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
o
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13
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Percent of Class Represented by Amount in Row (11)
36.5%
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14
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Type of Reporting Person
HC
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†Zall Development Group Ltd. changed its name to Zall Group Ltd. on May 20, 2016
*Parent may be deemed to beneficially own 53,057,340 Ordinary Shares and 36.52% of the Ordinary Shares assuming 145,275,605 Ordinary Shares outstanding which includes 7,455,000 Ordinary Shares purchasable under the Warrant.
5
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CUSIP No.
53225G102
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13D/A
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1
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Name of Reporting Person
I.R.S. Identification of Above Person
Zall Development Investment Company Limited
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
AF
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
53,057,340
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
53,057,340
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
53,057,340
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
o
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13
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Percent of Class Represented by Amount in Row (11)
36.5%*
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14
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Type of Reporting Person
CO
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* Investment may be deemed to beneficially own 53,057,340 Ordinary Shares and 36.52% of the Ordinary Shares assuming 145,275,605 Ordinary Shares outstanding which includes 7,455,000 Ordinary Shares purchasable under the Warrant.
6
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CUSIP No.
53225G102
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13D/A
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1
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Name of Reporting Person
I.R.S. Identification of Above Person
Yan Zhi
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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x
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3
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SEC Use Only
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4
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Source of Funds
AF
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
People’s Republic of China (“PRC”)
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
53,057,340
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
53,057,340
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
53,057,340
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
o
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13
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Percent of Class Represented by Amount in Row (11)
36.5%*
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14
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Type of Reporting Person
IN
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* Yan may be deemed to beneficially own 53,057,340 Ordinary Shares and 36.52% of the Ordinary Shares assuming 145,275,605 Ordinary Shares outstanding which includes 7,455,000 Ordinary Shares purchasable under the Warrant.
7
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CUSIP No.
53225G102
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13D/A
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Item 1. Security and Issuer.
This Amendment No. 3 to the statement on Schedule 13D (this “
Amendment
”) relates to Ordinary Shares of LightInTheBox Holding Co., Ltd., a company incorporated in the Cayman Islands (the “
Issuer
”). Two Ordinary Shares of the Issuer are represented by one American depository share (“
ADS
”). The Issuer’s principal executive offices are located at Tower 2, Area D, Diantong Square; No. 7 Jiuxianqiao North Road; Chaoyang District, Beijing 100015; PRC.
This Amendment supplements and amends the statement on Schedule 13D filed on April 1, 2016, amendment No. 1 filed thereto on October 21, 2016 and amendment No. 2 filed thereto on March 30, 2017 (as amended, the “
Initial Statement
”). Capitalized terms used in this Amendment, but not otherwise defined, have the meanings given to them in the Initial Statement.
Other than as amended by this Amendment, the disclosures in the Initial Statement are unchanged. Responses to each item of this Amendment are incorporated by reference into the response to each other item, as applicable.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Initial Statement is hereby amended and supplemented with the following:
(a) - (b) The information requested by this paragraph is incorporated by reference herein to the information provided on the cover pages of this Amendment No. 3.
Item 7. Material to Be Filed as Exhibits.
In light of the (i) expiration of the confidential treatment of certain omitted portions of the Confirmation and the Trading Plan and (ii) the Reporting Persons’ decision not to submit a confidential treatment request to the SEC with respect to certain omitted portions of the Second Trading Plan, the un-redacted versions of the Confirmation, Trading Plan and Second Trading Plan are attached hereto as Exhibits 2, 3 and 5, respectively.
Accordingly, Item 7 of the Initial Statement is hereby amended and Exhibits 2, 3, and 5 are replaced with the following:
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Exhibit
Number
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Description
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2
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Margin Loan Confirmation, dated as of March 23, 2016, between CCB International Securities Limited and E-commerce (without redaction)
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3
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Trading Plan, dated as of September 9, 2016, between the Purchaser and Stifel (without redaction).
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5
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Rule 10b5-1 Individual Purchase Plan, dated as of March 24, 2017, between Parent and Stifel (without redaction).
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8