Amended Statement of Beneficial Ownership (sc 13d/a)
January 07 2022 - 4:01PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 9)*
LightInTheBox Holding Co., Ltd.
(Name of Issuer)
Ordinary shares, par value US$0.000067 per
share**
American Depositary Shares
(Title of Class of Securities)
53225G102***
(CUSIP Number)
Mr. Zhu Guohui
Chief Financial Officer
Zall Smart Commerce Group Ltd.
Suite 2101, 21st Floor, Two Exchange Square
Central, Hong Kong
852-3153-5809
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With copies to:
Ning Zhang, Esq.
Morgan, Lewis & Bockius LLP
Beijing Kerry Centre South Tower, Suite 823
8th
Floor, No. 1 Guang Hua Road, Chaoyang District
Beijing, 100020
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David A. Sirignano, Esq.
Morgan, Lewis & Bockius, LLP
1111 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
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December 31, 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.
* 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.
** Not for trading, but in connection with the registration
of the American Depositary Shares, each representing two ordinary shares.
*** CUSIP Number of the American Depositary Shares.
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
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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 (HK) 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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¨
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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) ¨
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6
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Citizenship or Place of Organization
Hong Kong
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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
1,040,000
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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
1,040,000
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,000
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
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13
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Percent of Class Represented by Amount in Row (11)
0.5%
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14
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Type of Reporting Person
CO
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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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¨
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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) ¨
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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
0
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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
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares x
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13
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Percent of Class Represented by Amount in Row (11)
0%
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14
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Type of Reporting Person
CO
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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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¨
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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) ¨
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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
1,040,000
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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
1,040,000
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,000
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12
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
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13
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Percent of Class Represented by Amount in Row (11)
0.5%
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14
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Type of Reporting Person
CO
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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 Smart Commerce 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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¨
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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) ¨
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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
1,040,000
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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
1,040,000
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,000
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12
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
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13
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Percent
of Class Represented by Amount in Row (11)
0.5%
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14
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Type
of Reporting Person
HC
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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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¨
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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 and BK
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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) ¨
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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
51,040,000
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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
51,040,000
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
51,040,000
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12
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Check
Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
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13
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Percent
of Class Represented by Amount in Row (11)
22.8%
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14
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Type
of Reporting Person
CO
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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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¨
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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) ¨
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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
51,040,000
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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
51,040,000
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
51,040,000
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
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13
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Percent of Class Represented by Amount in Row (11)
22.8%
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14
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Type of Reporting Person
IN
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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. 9 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, amendment No. 7 filed
on December 28, 2018 and amendment No. 8 filed on September 29, 2021 (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.
CUSIP No. 53225G102
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13D/A
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Item 4. Purpose of Transaction.
Item 4 of the Initial Statement is hereby amended and supplemented
by adding the following as the last paragraph under the heading “Further Matters”:
The closing of the transaction under the Sale and Purchase Agreement
has taken place on December 31, 2021.
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 1,247,063 ADSs representing 2,494,126 Ordinary Shares pursuant to Rule 144 through multiple open market transactions at
prices ranging from $0.98 to $1.18 per ADS, with a weighted average price of $1.10 per ADS.
(e) With effect from December 31, 2021,
each of Zall HK, E-commerce, Development and Parent ceased to be the beneficial owner of more than five percent of the Ordinary Shares
outstanding in the Issuer.
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:
The closing of the transaction under the Sale
and Purchase Agreement has taken place on December 31, 2021.
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:
January 7, 2022
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Zall Development (HK) Holding Company Limited
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By:
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/s/ Yan Zhi
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Name:
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Yan Zhi
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Title:
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Director
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Zall Cross-border E-commerce Investment Company Limited
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By:
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/s/ Yan Zhi
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Name:
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Yan Zhi
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Title:
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Director
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Zall Development (BVI) Holding Company Limited
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By:
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/s/ Yan Zhi
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Name:
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Yan Zhi
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Title:
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Director
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Zall Smart Commerce Group Ltd.
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By:
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/s/ Yan Zhi
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Name:
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Yan Zhi
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Title:
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Director
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Zall Development Investment Company Limited
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By:
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/s/ Yan Zhi
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Name:
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Yan Zhi
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Title:
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Director
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/s/ Yan Zhi
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Name: Yan Zhi
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