SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.4)
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
51 Tai Seng Ave, #05-02B/C
Pixel Red, Singapore 533941
+(65) 6305 9667
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 30, 2022
(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.
| 13D | ||
| CUSIP No. 53225G102 |
| 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 226,292,381 ordinary shares of the Issuer, par value US$0.000067 per share, outstanding as of September 30, 2022 as informed by the Company.
| 13D | ||
| CUSIP No. 53225G102 |
| 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 226,292,381 ordinary shares of the Issuer, par value US$0.000067 per share, outstanding as of September 30, 2022 as informed by the Company.
| 13D | ||
| CUSIP No. 53225G102 |
| 1 | NAMES OF REPORTING PERSONS | ||||
| Conner Growth Holding Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ¨ | ||
| (b) | x | ||||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
| SC | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ¨ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| British Virgin Islands | |||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |||
| 27,537,396 ordinary shares(5) | |||||
| 8 | SHARED VOTING POWER | ||||
| 0 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 27,537,396 ordinary shares(5) | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 27,537,396 ordinary shares(5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 12.2%(6) | |||||
| 14 | TYPE OF REPORTING PERSON | ||||
| CO | |||||
(5) Including (a) 19,976,378 ordinary shares and 1,000,000 ADSs, representing 2,000,000 ordinary shares held by Conner Growth Holding Limited, (b) 3,706,620 ordinary shares and 347,313 ADSs, representing 694,626 ordinary shares held by Ezbuy Talents Holding Limited, and (c) 579,886 ADSs, representing 1,159,772 ordinary shares held by Itelite Holding Limited.
(6) The calculation of this percentage is based on 226,292,381 ordinary shares of the Issuer, par value US$US$0.000067 per share, outstanding as of September 30, 2022 as informed by the Company.
| 13D | ||
| CUSIP No. 53225G102 |
| 1 | NAMES OF REPORTING PERSONS | ||||
| Daisy E-commerce PTE. LTD. | |||||
| 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 | ||||
| Singapore | |||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |||
| 5,051,714 ordinary shares(3) | |||||
| 8 | SHARED VOTING POWER | ||||
| 0 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 5,051,714 ordinary shares(3) | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 5,051,714 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) | ||||
| 2.2%(4) | |||||
| 14 | TYPE OF REPORTING PERSON | ||||
| CO | |||||
(3) Including 2,525,857 ADSs, representing 5,051,714 ordinary shares.
(4) The calculation of this percentage is based on 226,292,381 ordinary shares of the Issuer, par value US$0.000067 per share, outstanding as of September 30, 2022 as informed by the Company.
| 13D | ||
| CUSIP No. 53225G102 |
| 1 | NAMES OF REPORTING PERSONS | ||||
| He Jian | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ¨ | ||
| (b) | x | ||||
| 3 | SEC USE ONLY | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
| OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ¨ | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| People’s Republic of China | |||||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |||
| 34,449,112 ordinary shares(7) | |||||
| 8 | SHARED VOTING POWER | ||||
| 0 | |||||
| 9 | SOLE DISPOSITIVE POWER | ||||
| 34,449,112 ordinary shares(7) | |||||
| 10 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 34,449,112 ordinary shares(7) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ¨ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
| 15.2%(8) | |||||
| 14 | TYPE OF REPORTING PERSON | ||||
| IN | |||||
(7) Including (a) 19,976,378 ordinary shares and 1,000,000 ADSs, representing 2,000,000 ordinary shares held by Conner Growth Holding Limited (b) 3,706,620 ordinary shares and 347,313 ADSs, representing 694,626 ordinary shares held by Ezbuy Talents Holding Limited, (c) 579,886 ADSs, representing 1,159,772 ordinary shares held by Itelite Holding Limited, (d) 2,525,857 ADSs, representing 5,051,714 ordinary shares held by Daisy E-commerce PTE. LTD., and (e) 930,001 ADSs, representing 1,860,002 ordinary shares held by He Jian.
(8) The calculation of this percentage is based on 226,292,381 ordinary shares of the Issuer, par value US$US$0.000067 per share, outstanding as of September 30, 2022 as informed by the Company.
| 13D | ||
| CUSIP No. 53225G102 |
| 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. 4 amends and supplements the statement on Schedule 13D filed on March 6, 2020 (the “Initial Statement”), the Amendment No. 1 on Schedule 13D/A filed on June 25, 2021, the Amendment No. 2 on Schedule 13D/A filed on September 23, 2022 and the Amendment No.3 on Schedule 13D/A filed on October 3, 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 2. | Identity and Background |
This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):
| · | Itelite Holding Limited, a company incorporated in the British Virgin Islands (“Itelite”); |
| · | Ezbuy Talents Holding Limited, a company incorporated in the British Virgin Islands (“Ezbuy Talents”); |
| · | Conner Growth Holding Limited,, a company incorporated in the British Virgin Islands (“Conner”); |
| · | Daisy E-commerce PTE. LTD., a company incorporated in Singapore (“Daisy”) and |
| · | Mr. He Jian, an individual (“He Jian”) |
The principal occupation of He Jian is (i) the chief executive officer and a director of the Issuer and (ii) the sole beneficial owner and the sole director of Conner, Ezbuy Talents, Itelite and Daisy. The principal business of Conner, Ezbuy Talents, Itelite and Daisy is to hold He Jian’s beneficial interest in the Issuer.
The address of the principal business and office of the Reporting Persons is 51 Tai Seng Ave, #05-02B/C, Pixel Red, Singapore 533941.
During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or were party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 4. | Purpose of Transaction |
In December 2022, Conner purchased with its own fund 400,000 Ordinary Shares, representing approximately 0.2% of the total outstanding Ordinary Shares of the Issuer, from an independent third party through arm’s-length negotiation at the price of US$0.6 per share.
In addition, in December 2022, Mr. He Jian purchased 2,525,857 ADSs, representing 5,051,714 Ordinary Shares for the consideration of US$1.2 per ADS, through the acquisition from an independent third party of 100% equity interest of Daisy, a holding company whose sole purpose is to hold such ADSs.
As a result, Mr. He Jian beneficially holds 23,682,998 Ordinary Shares and 5,383,057 ADSs as of September 30, 2022, representing approximately 15.2% of total outstanding Ordinary Shares of the Issuer.
| 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 27,537,396 Ordinary Shares, representing approximately 12.2% of the total outstanding Ordinary Shares of the Issuer. Daisy may be deemed to own beneficially 5,051,714 Ordinary Shares, representing 2.2% of the total outstanding Ordinary Shares of the Issuer. He Jian is the sole beneficial owner of Conner, Ezbuy Talents, Itelite and Daisy. Pursuant to Rule 13d-3, he may be deemed to have Conner’s, Ezbuy Talents’, Itelite’s and Daisy’s beneficial ownership over the Issuer. Accordingly, He Jian may be deemed to beneficially own 34,449,112 Ordinary Shares, representing approximately 15.2% of the total outstanding Ordinary Shares of the Issuer. This percentage is calculated based on the total of 226,292,381 outstanding Ordinary Shares as of September 30, 2022, as informed by 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 or ADS.
(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: January 4, 2023
| 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 | |
| Daisy E-commerce PTE. LTD. | ||
| By: | /s/ He Jian | |
| Name: | He Jian | |
| Title: | Director | |
| He Jian | ||
| By: | /s/ He Jian | |
| Name: | He Jian | |
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D/A (including amendments thereto) with respect to the ordinary shares, par value $0.000067 per share of LightInTheBox Holding Co., Ltd., a company incorporated in the Cayman Islands, and that this agreement may be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 4, 2023.
| 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 | |
| Daisy E-commerce PTE. LTD. | ||
| By: | /s/ He Jian | |
| Name: | He Jian | |
| Title: | Director | |
| He Jian | ||
| By: | /s/ He Jian | |
| Name: | He Jian | |