Amended Statement of Beneficial Ownership (sc 13d/a)
June 25 2021 - 4:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.1)
LightInTheBox Holding Co., Ltd.
(Name of Issuer)
Ordinary shares, par value US$0.000067 per share
(Title of Class of Securities)
53225G102
(CUSIP Number)
He Jian
Conner Growth Holding Limited
Sertus Chambers, P. O. box 905, Quastisky Building,
Road Town,
Tortola, British Virgin Islands
+(86-21) 6877-2231
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
He Jian
Floor 5, Building 2, No. 399, Shengxia Road,
Pudong New Area
Shanghai, China
+(86-21) 6877-2231
June 21, 2021
(Date of Event Which Requires Filing of This
Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1
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NAMES
OF REPORTING PERSONS
|
|
|
|
|
|
Conner
Growth Holding Limited
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
¨
|
|
(b)
|
x
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|
|
SC
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|
|
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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¨
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|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
British
Virgin Islands
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
14,592,760 ordinary
shares(1)
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
0
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
14,592,760 ordinary
shares (1)
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
14,592,760 ordinary
shares(1)
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
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|
|
|
|
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13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
6.51%(2)
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
|
CO
|
|
|
|
|
|
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|
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(1)
including (a) 14,376,378 ordinary shares and (b) 108,191 ADSs, representing 216,382 ordinary shares.
(2)
The calculation of this percentage is based on 224,199,311 ordinary shares of the Issuer, par value US$0.000067 per share, outstanding
as of June 24, 2021 as informed by the Company.
1
|
NAMES
OF REPORTING PERSONS
|
|
|
|
|
|
He
Jian
|
|
|
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
¨
|
|
(b)
|
x
|
|
|
3
|
SEC
USE ONLY
|
|
|
|
|
|
|
|
4
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
|
|
|
OO
|
|
|
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
¨
|
|
|
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
People’s
Republic of China
|
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
14,592,760
ordinary shares(1)
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
0
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
14,592,760
ordinary shares(1)
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
0
|
|
|
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
14,592,760
ordinary shares(1)
|
|
|
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
¨
|
|
|
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
6.51%(2)
|
|
|
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
|
IN
|
|
|
|
|
|
|
|
|
|
|
(1)
including (a) 14,376,378 ordinary shares and (b) 108,191 ADSs, representing 216,382 ordinary shares.
(2)
The calculation of this percentage is based on 224,199,311 ordinary shares of the Issuer, par value US$0.000067 per share, outstanding
as of June 24, 2021 as informed by the Company.
|
Item 1.
|
Security and Issuer
|
This statement on Schedule 13D/A (this "Amendment")
relates to ordinary shares, par value US$0.000067 per share (the "Ordinary Shares"), of LightInTheBox Holding Co.,
Ltd., a company incorporated in the Cayman Islands (the "Issuer"), whose principal executive offices are located at Floor
5, Building 2, Yaxin Science & Tech Park, No.399 Shengxia Road, Pudong New Area, Shanghai, 201203 People’s Republic of China.
Two Ordinary Shares of the Issuer are represented by one American depository share (the "ADS").
This Amendment No. 1 amends and supplements
the statement on Schedule 13D filed on March 6, 2020 (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.
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Item 4.
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Purpose of Transaction
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(a) Shares
disposal of to an individual third party
As a result of negotiation at
arm’s-length and pursuant to a share purchase agreement entered into on June 21, 2021 between Conner Growth Holding Limited
(“Conner Growth”) and an individual (the “Individual Purchaser”), Conner Growth transferred
5,600,000 Ordinary Shares to the Individual Purchaser for certain consideration in cash, representing 2.50% of the total Ordinary
Shares outstanding as of June 24, 2021. The Individual Purchaser has the citizenship of People’s Republic of China, and, to
the best knowledge of the Reporting Persons, an independent third party to the Reporting Persons and the Company.
(b) ADSs
disposal of on the public market
From March 23, 2021 to June 24, 2021, the Reporting
Persons disposed of on the public market (i) an aggregate of 1,500,000 ADSs which were converted from 3,000,000 Ordinary Shares previously
held by the Reporting Persons and (ii) certain ADSs previously held by the Reporting Persons, resulting in the Reporting Persons holding
108,191 ADSs as of June 24, 2021 and a decrease of 42,898 ADSs from the number of ADSs held by the Reporting Persons as of March 6, 2020.
The disposal of ADSs on the public market were made in reliance on Rule 144 of the 1933 Securities Act, as amended.
|
Item 5.
|
Interest in Securities of the Issuer
|
(a) and (b)
The responses of the Reporting Persons to Rows
(7) through (13) of the cover pages and the information set forth in Item 2 of this Amendment are incorporated herein by reference.
Each Reporting Person may be deemed to own beneficially
14,592,760 Ordinary Shares, representing approximately 6.51% of the total outstanding Ordinary Shares of the Issuer. This percentage is
calculated based on the total of 224,199,311 outstanding shares as of June 24, 2021, as informed by the Company.
He Jian is the sole beneficial owner of Conner
Growth. Pursuant to Rule 13d-3, He may be deemed to share Conner Growth’s beneficial ownership over the Issuer.
(c)
Except as described in Item 4 which is incorporated
herein by this reference, during the past 60 days none of the Reporting Persons has effected any transactions in Ordinary Shares.
(d)
None.
(e)
Not Applicable.
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.
Date: June 25, 2021
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Conner Growth Holding Limited
|
|
|
|
By:
|
/s/
He Jian
|
|
Name:
|
He Jian
|
|
Title:
|
Director
|
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|
He Jian
|
|
|
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By:
|
/s/ He
Jian
|
|
Name:
|
He Jian
|
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