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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 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934 *
LightInTheBox Holding Co., Ltd.
(Name of Issuer)
Ordinary Shares, par value US$0.000067 per share
(Title of Class of Securities)
53225G102(1)
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
* 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.
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).
(1) This CUSIP number applies to the Issuers American Depositary Shares, each representing two Ordinary Shares.
CUSIP No. 53225G102 |
13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
(1) The Reporting Persons are deemed to beneficially own 4,481,291 Ordinary Shares based on beneficial ownership of 2,542,541 Ordinary Shares and 969,375 American Depositary Shares (the ADSs), representing 1,938,750 Ordinary Shares.
(2) The percentage is based on 97,619,363 Ordinary Shares issued and outstanding as of December 31, 2014.
CUSIP No. 53225G102 |
13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
(1) The Reporting Persons are deemed to beneficially own 4,481,291 Ordinary Shares based on beneficial ownership of 2,542,541 Ordinary Shares and 969,375 ADSs, representing 1,938,750 Ordinary Shares.
(2) The percentage is based on 97,619,363 Ordinary Shares issued and outstanding as of December 31, 2014.
CUSIP No. 53225G102 |
13G |
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Item 1. | ||
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(a) |
Name of Issuer |
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(b) |
Address of Issuers Principal Executive Offices No .7 Jiuxianqiao North Road Chaoyang District, Beijing 100015 Peoples Republic of China |
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Item 2. | ||
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(a) |
Name of Person Filing
1 Liang Zhang 2 Clinet Investments Limited |
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(b) |
Address of the Principal Office or, if none, Residence 1 Liang Zhang Room 452, Unit 3, 1/F, Fuli Unit, No. 33 Beiwa West St., Haidian District, Beijing, Peoples Republic of China 2 Clinet Investments Limited Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands. |
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(c) |
Citizenship 1 Liang Zhang Peoples Republic of China 2 Clinet Investments Limited British Virgin Islands |
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(d) |
Title of Class of Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
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Not applicable. |
CUSIP No. 53225G102 |
13G |
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Item 4. |
Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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Reporting |
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Amount |
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Percent |
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Sole power to |
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Shared |
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Sole power to |
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Shared power |
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1 |
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Liang Zhang |
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4,481,291 |
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4.6 |
% |
4,481,291 |
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0 |
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4,481,291 |
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0 |
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2 |
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Clinet Investments Limited |
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4,481,291 |
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4.6 |
% |
4,481,291 |
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0 |
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4,481,291 |
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0 |
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(1) Clinet Investments Limited is the record holder of 4,481,291 Ordinary Shares of the Issuer based on beneficial ownership of 2,542,541 Ordinary Shares and 969,375 ADSs, representing 1,938,750 Ordinary Shares. Clinet Investments Limited, a British Virgin Islands company, is wholly owned by Liang Zhang. Mr. Zhang has voting and investment power with respect to these Ordinary Shares.
(2) The percentage is based on 97,619,363 Ordinary Shares issued and outstanding as of December 31, 2014
Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following -x. | |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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Not applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
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Not applicable |
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Item 8. |
Identification and Classification of Members of the Group. |
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Not applicable |
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable |
Item 10. |
Certification. |
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Not applicable |
CUSIP No. 53225G102 |
13G |
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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: February 13, 2015
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Liang Zhang |
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/s/ Liang Zhang |
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Signature |
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Liang Zhang |
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Clinet Investments Limited |
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/s/ Liang Zhang |
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Signature |
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Name: Liang Zhang |
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Title: Director |
EXHIBIT 99.1
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 with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value US$0.000067 per share, of LightInTheBox Holding Co., Ltd., a Cayman Islands company, 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.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2015.
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Liang Zhang |
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/s/ Liang Zhang |
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Signature |
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Liang Zhang |
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Clinet Investments Limited |
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/s/ Liang Zhang |
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Signature |
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Name: Liang Zhang |
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Title: Director |