Amended Statement of Ownership (sc 13g/a)
February 15 2017 - 7:09AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act
of 1934
(Amendment No.
3)*
Lightinthebox Holding Co., Ltd.
(Name of Issuer)
Sponsored ADR
(Title of Class of Securities)
53225G102
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ 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 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. 53225G102
|
|
Page
2 of 7 Pages
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
AEB
Capital, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b)
☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
7,248,230
|
6
|
SHARED
VOTING POWER
|
7
|
SOLE
DISPOSITIVE POWER
7,248,230
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,248,230
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2592%
[1]
|
12
|
TYPE
OF REPORTING PERSON*
IA
|
|
|
|
|
[1]
The Reporting Persons are deemed to beneficially own 7,248,230 Ordinary Shares based on beneficial ownership of 3,624,115
American Depositary Shares, each representing 2 Ordinary Shares. As communicated by the Issuer, the percentage is based on 137,820,605
Ordinary Shares issued and outstanding as of December 31, 2016.
CUSIP
No. 53225G102
|
|
Page
3 of 7 Pages
|
Item
1
(a)
Name of Issuer
:
Lightinthebox
Holding Co Ltd.
(b)
Address
of Issuer’s Principal Executive Offices
:
Tower
2, Area D, Diantong Square No. 7, Jiuxianqiao North Road
Chaoyang
District, Beijing 100015, People’s Republic of China
Item
2
(a)
Name of Person Filing:
AEB
Capital, LLC
(b)
Address
of Principal Business Office or, if None, Residence:
1001
19
th
St N, Suite 1200
Arlington,
VA 22209
(c)
Citizenship:
U.S.
(d)
Title
of Class of Securities
:
Sponsored
ADR
(e)
CUSIP
Number
:
53225G102
CUSIP
No. 53225G102
|
|
Page
4 of 7 Pages
|
|
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
:
|
☐ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
☐ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
☐ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
☐ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
☒ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
☐ An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
☐ A parent holding
company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
☐ A savings
associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
☐ 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);
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
CUSIP
No. 53225G102
|
|
Page
5 of 7 Pages
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|
Item
4
|
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:
7,248,230
(b)
Percent of class:
5.2592%
(c)
Number of shares as to which such person has:
(i) Sole
power to vote or to direct the vote
7,248,230
(ii) Shared
power to vote or to direct the vote
(iii) Sole
power to dispose or to direct the disposition of
7,248,230
(iv) Shared
power to dispose or to direct the disposition of
CUSIP
No. 53225G102
|
|
Page
6 of 7 Pages
|
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
:
Item 7
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company:
Item
8
Identification and Classification of Members of the Group
:
Item
9
Notice of Dissolution of Group
:
CUSIP
No. 53225G102
|
|
Page
7 of 7 Pages
|
Item
10
Certification
:
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.
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.
Date: February
14, 2017
Signature:
/s/ Arturo Brillembourg
Name:
Arturo Brillembourg
Title:
Managing Partner
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