LITB LightInTheBox Holding Co Ltd

Item 1.  Security and Issuer.

This Amendment No. 8 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 depositary share (“ADS”).  The Issuer’s 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.

This Amendment supplements and amends the statement on Schedule 13D filed on April 11, 2016, amendment No. 1 filed thereto on October 21, 2016, amendment No. 2 filed thereto on March 30, 2017, amendment No. 3 filed thereto on May 9, 2017, amendment No. 4 filed on July 3, 2018, amendment No. 5 filed on November 13, 2018, amendment No. 6 filed on December 21, 2018, and amendment No. 7 filed on December 28, 2018 (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 4. Purpose of Transaction.

Item 4 of the Initial Statement is hereby amended and supplemented by adding the following as the second paragraph under the heading “Further Matters”:

On September 28, 2021, Investment, E-commerce, and Zall Development (HK) Holding Company Limited (“Zall HK”) entered into the Sale and Purchase Agreement, as described in greater detail in Item 6 below.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Initial Statement is hereby amended and restated with the following:

Each of the Reporting Persons disclaims beneficial ownership of all of the shares of Common Stock included in this report that are held by other Reporting Persons, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(a) See the information contained on the cover pages of this amended Statement on Schedule 13D, which is incorporated by reference. The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon the 224,038,611 Ordinary Shares outstanding as of December 31, 2020 as reported in the Issuer’s annual report filed with the U.S. Securities and Exchange Commission on a Form 20-F dated April 21, 2021.

(b) See the information contained on the cover pages of this amended Statement on Schedule 13D, which is incorporated by reference.

(c) Since the most recent filing, Zall HK has sold 830,048 ADSs representing 1,660,096 Ordinary Shares through multiple open market transactions at prices ranging from $2.00 to $3.38 per ADS, with a weighted average price of $2.55 per ADS.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Initial Statement is hereby amended and supplemented with the following:

On September 28, 2021, Investment, E-commerce, and Zall HK entered into a Sale and Purchase Agreement in relation to sale of 50,000,000 shares of the Issuer (as may be amended and supplemented from time to time, the “Sale and Purchase Agreement”), pursuant to which E-commerce agreed to sell 42,500,000 Ordinary Shares to Investment, and Zall HK agreed to sell 7,500,000 Ordinary Shares to Investment, for the aggregate consideration of US$45,500,000.00, in each case subject to the terms and conditions of the Sale and Purchase Agreement. The closing of the transaction under the Sale and Purchase Agreement is subject to customary closing conditions contained in the Sale and Purchase Agreement, and shall take place on a date falling on or before the last day of the third month upon the last closing condition having been fulfilled.

References to the Share Purchase Agreement in this Amendment are qualified in their entirety by the Share Purchase Agreement, which is attached hereto as Exhibit 3, and is incorporated herein by reference in their entirety.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Initial Statement is hereby amended and supplemented as follows:

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:  September 29, 2021