Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 11:43AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
Lightinthebox
Holding Co., Ltd.
(Name of Issuer)
Sponsored
ADR
(Title of Class of Securities)
53225G102
(CUSIP Number)
December
31, 2018
(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
6,558,092
|
6
|
SHARED
VOTING POWER
|
7
|
SOLE
DISPOSITIVE POWER
6,558,092
|
8
|
SHARED
DISPOSITIVE POWER
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,558,092
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8340%
1
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
|
|
|
|
1
The Reporting Persons are deemed to beneficially own 6,558,092 Ordinary Shares based on beneficial ownership of 3,279,046
American Depositary Shares, each representing 2 Ordinary Shares. As shown on the Issuer’s Form 20-F, the percentage is based
on 135,664,877 Ordinary Shares issued and outstanding as of March 28, 2018.
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
:
|
|
|
|
|
|
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Tower 2, Area D, Diantong
Square No. 7, Jiuxianqiao North Road
|
|
|
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Chaoyang District,
Beijing 100015, People’s Republic of China
|
|
|
|
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Item 2
|
(a)
|
Name
of Person Filing:
|
|
|
|
|
|
AEB
Capital, LLC
|
|
|
|
|
(b)
|
Address
of Principal Business Office or, if None, Residence
:
|
|
|
|
|
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1001
19
th
St N, Suite 1200
Arlington,
VA 22209
|
|
|
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(c)
|
Citizenship
:
|
|
|
|
|
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U.S.
|
|
|
|
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(d)
|
Title
of Class of Securities
:
|
|
|
|
|
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Sponsored
ADR
|
|
|
|
|
(e)
|
CUSIP
Number
:
|
|
|
|
|
|
53225G102
|
CUSIP
No. 53225G102
|
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Page
4 of 7 Pages
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Item
3
|
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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).
|
|
|
☐
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Bank as
defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
☐
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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).
|
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|
☐
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An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
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☐
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An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
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|
☐
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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);
|
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|
☐
|
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);
|
|
|
☐
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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
|
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
|
|
|
|
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(a)
|
Amount
beneficially owned:
|
|
|
|
|
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6,558,092
|
|
|
|
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(b)
|
Percent
of class:
|
|
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|
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4.8340%
|
|
|
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(c)
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Number
of shares as to which such person has:
|
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(i)
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Sole power to vote
or to direct the vote
|
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|
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6,558,092
|
|
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|
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(ii)
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Shared power to
vote or to direct the vote
|
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(iii)
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Sole power to dispose
or to direct the disposition of
|
|
|
|
|
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6,558,092
|
|
|
|
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(iv)
|
Shared power to
dispose or to direct the disposition of
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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 ☒.
|
|
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Item 6
|
Ownership of More
than Five Percent on Behalf of Another Person
:
|
|
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Item 7
|
Identification and
Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
:
|
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Item 8
|
Identification and
Classification of Members of the Group
:
|
|
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Item 9
|
Notice of Dissolution
of Group
:
|
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CUSIP
No. 53225G102
|
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Page
7 of 7 Pages
|
Item
10
|
Certification
:
|
|
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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, 2019
Signature:
|
/s/ Arturo Brillembourg
|
Name:
|
Arturo Brillembourg
|
Title:
|
Managing Partner
|
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