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. ¨
1 |
NAMES
OF REPORTING PERSONS |
|
|
|
|
|
Itelite
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 |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
|
¨ |
|
|
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
British
Virgin Islands |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
|
|
1,159,772
ordinary shares(1) |
|
|
|
|
8 |
SHARED VOTING POWER |
|
|
0 |
|
|
|
|
9 |
SOLE DISPOSITIVE
POWER |
|
|
1,159,772
ordinary shares(1) |
|
|
|
|
10 |
SHARED DISPOSITIVE
POWER |
|
|
0 |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
1,159,772
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) |
|
|
0.5%(2) |
|
|
|
|
14 |
TYPE
OF REPORTING PERSON |
|
|
CO |
|
|
|
|
|
|
|
(1)
Including 579,886 ADSs, representing 1,159,772 ordinary shares.
(2) The
calculation of this percentage is based on 226,142,381 ordinary shares of the Issuer, par value US$0.000067 per share, outstanding as
of June 30, 2022 as informed by the Company.
1 |
NAMES
OF REPORTING PERSONS |
|
|
|
|
|
Ezbuy
Talents 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 |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
|
¨ |
|
|
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
British
Virgin Islands |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
|
|
5,561,018
ordinary shares(3) |
|
|
|
|
8 |
SHARED VOTING POWER |
|
|
0 |
|
|
|
|
9 |
SOLE DISPOSITIVE
POWER |
|
|
5,561,018
ordinary shares(3) |
|
|
|
|
10 |
SHARED DISPOSITIVE
POWER |
|
|
0 |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
5,561,018
ordinary shares(3) |
|
|
|
|
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) |
|
|
2.5%(4) |
|
|
|
|
14 |
TYPE
OF REPORTING PERSON |
|
|
CO |
|
|
|
|
|
|
|
(3) Including
(a) 3,706,620 ordinary shares and 347,313 ADSs, representing 694,626 ordinary shares held by Ezbuy Talents Holding Limited, and
(b) 579,886 ADSs, representing 1,159,772 ordinary shares held by Itelite Holding Limited.
(4) The
calculation of this percentage is based on 226,142,381 ordinary shares of the Issuer, par value US$0.000067 per share, outstanding as
of June 30, 2022 as informed by the Company.
1 |
NAMES
OF REPORTING PERSONS |
|
|
|
|
|
Conner
Growth Holding Limited |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
¨ |
|
(b) |
x |
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
|
|
SC |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
|
¨ |
|
|
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
British
Virgin Islands |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
|
|
27,137,396
ordinary shares(5) |
|
|
|
|
8 |
SHARED VOTING POWER |
|
|
0 |
|
|
|
|
9 |
SOLE DISPOSITIVE
POWER |
|
|
27,137,396
ordinary shares(5) |
|
|
|
|
10 |
SHARED DISPOSITIVE
POWER |
|
|
0 |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
27,137,396
ordinary shares(5) |
|
|
|
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
¨ |
|
|
|
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
12.0%(6) |
|
|
|
|
14 |
TYPE
OF REPORTING PERSON |
|
|
CO |
|
|
|
|
|
|
|
(5) Including
(a) 19,576,378 ordinary shares and 1,000,000 ADSs, representing 2,000,000 ordinary shares held by Conner Growth Holding Limited,
(b) 3,706,620 ordinary shares and 347,313 ADSs, representing 694,626 ordinary shares held by Ezbuy Talents Holding Limited, and
(c) 579,886 ADSs, representing 1,159,772 ordinary shares held by Itelite Holding Limited.
(6) The
calculation of this percentage is based on 226,142,381 ordinary shares of the Issuer, par value US$US$0.000067 per share, outstanding
as of June 30, 2022 as informed by the Company.
1 |
NAMES
OF REPORTING PERSONS |
|
|
|
|
|
He
Jian |
|
|
|
|
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) |
¨ |
|
(b) |
x |
|
|
3 |
SEC
USE ONLY |
|
|
|
|
|
|
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS) |
|
|
OO |
|
|
|
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) |
|
¨ |
|
|
|
|
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
|
People’s
Republic of China |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER |
|
|
28,997,398
ordinary shares(7) |
|
|
|
|
8 |
SHARED VOTING POWER |
|
|
0 |
|
|
|
|
9 |
SOLE DISPOSITIVE
POWER |
|
|
28,997,398
ordinary shares(7) |
|
|
|
|
10 |
SHARED DISPOSITIVE
POWER |
|
|
0 |
|
|
|
|
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
28,997,398
ordinary shares(7) |
|
|
|
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
¨ |
|
|
|
|
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
12.8%(8) |
|
|
|
|
14 |
TYPE
OF REPORTING PERSON |
|
|
IN |
|
|
|
|
|
|
|
(7) Including
(a) 19,576,378 ordinary shares and 1,000,000 ADSs, representing 2,000,000 ordinary shares held by Conner Growth Holding Limited
(b) 3,706,620 ordinary shares and 347,313 ADSs, representing 694,626 ordinary shares held by Ezbuy Talents Holding Limited, (c) 579,886
ADSs, representing 1,159,772 ordinary shares held by Itelite Holding Limited, and (d) 930,001 ADSs, representing 1,860,002 ordinary
shares held by He Jian.
(8) The
calculation of this percentage is based on 226,142,381 ordinary shares of the Issuer, par value US$US$0.000067 per share, outstanding
as of June 30, 2022 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 51 Tai
Seng Ave, #05-02B/C, Pixel Red, Singapore 533941. Two Ordinary Shares of the Issuer are represented by one American depository share
(the "ADS").
This Amendment No. 3 amends and supplements
the statement on Schedule 13D filed on March 6, 2020, the Amendment No. 1 on Schedule 13D/A filed on June 25, 2021, and
the Amendment No. 2 on Schedule 13D/A filed on September 23, 2022. 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 |
On September 28, 2022, Conner purchased 5,200,000
Ordinary Shares, representing approximately 2.3% of the total outstanding Ordinary Shares of the Issuer, from an independent third party
through arm’s-length negotiation at the price of US$0.51 per share, with its own fund.
In addition, from September 23, 2022 to September 30,
2022, Mr. He Jian personally purchased on the public market an aggregate of 134,983 ADSs at an average price of US$1.06 from his
own fund, resulting in his personal holding 930,001 ADSs as of September 30, 2022, and an increase of 134,983 ADSs from the number
of shares held by the Reporting Person as of September 23, 2022.
As a result, Mr. He Jian beneficially holding 23,282,998 Ordinary Shares and 2,857,200 ADSs, as of September 30, 2022, representing approximately
12.8% of total outstanding Ordinary Shares of the Issuer, and an increase of 5,200,000 Ordinary Shares and 134,983 ADSs from the number
of Ordinary Shares and ADSs held by the Reporting Persons as of September 23, 2022.
| 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.
Itelite
and Ezbuy are wholly owned subsidiaries of Conner and, accordingly, Conner may be deemed to be interested in the shares held by Itelite
and Ezbuy. Itelite may be deemed to own beneficially 1,159,772 Ordinary Shares, representing approximately 0.5% of the total outstanding
Ordinary Shares of the Issuer. Ezbuy Talents may be deemed to own beneficially 5,561,018 Ordinary Shares, representing approximately
2.5% of the total outstanding Ordinary Shares of the Issuer. Conner may be deemed to own beneficially 27,137,396 Ordinary Shares,
representing approximately 12% of the total outstanding Ordinary Shares of the Issuer. He Jian is the sole beneficial owner of Conner,
Ezbuy Talents and Itelite. Pursuant to Rule 13d-3, he may be deemed to have Conner’s, Ezbuy Talents’s and Itelite’s
beneficial ownership over the Issuer. Accordingly, He Jian may be deemed to own beneficially 28,997,398 Ordinary Shares, representing
approximately 12.8% of the total outstanding Ordinary Shares of the Issuer. This percentage is calculated based on the total of 226,142,381
outstanding ordinary shares as of June 30, 2022, as informed by the Company.
(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:
October 3, 2022
|
Itelite Holding Limited |
|
|
|
By: |
/s/ He Jian |
|
Name: |
He Jian |
|
Title: |
Director |
|
|
|
Ezbuy Talents Holding Limited |
|
|
|
By: |
/s/ He Jian |
|
Name: |
He Jian |
|
Title: |
Director |
|
|
|
Conner Growth Holding Limited |
|
|
|
By: |
/s/ He Jian |
|
Name: |
He Jian |
|
Title: |
Director |
|
|
|
He Jian |
|
|
|
By: |
/s/ He Jian |
|
Name: |
He Jian |