CUSIP No.
53225G102
|
13D/A
|
|
Item 1. Security and Issuer.
This Amendment No. 5 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 depository share (
ADS
). The Issuers principal executive offices are located at Tower 2, Area D, Diantong Square; No. 7 Jiuxianqiao North Road; Chaoyang District, Beijing 100015; PRC.
This Amendment supplements and amends the statement on Schedule 13D filed on April 1, 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, and amendment No. 4 filed on July 3, 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 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, 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 Stock reported as beneficially owned by each Reporting Person is based upon the 133,293,041
Ordinary Shares outstanding as of June 30, 2018 as reported in the Issuers unaudited condensed consolidated balance sheets filed with the U.S. Securities and Exchange Commission on a Form 6-K dated September 21, 2018.
(b) See the information contained on the cover pages of this amended Statement on Schedule 13D, which is incorporated by reference.
By virtue of the Voting Agreement between E-Commerce and Wincore, described in greater detail under Item 6 in amendment No. 4 to this Schedule 13D, pursuant to which E-Commerce may direct Wincore to vote Wincores equity interests in E-Commerces sole discretion, E-Commerce may be deemed to be a member of a group with each other, and E-Commerce may be deemed to have indirect voting power over Wincores 7,456,641 shares. The number of shares reported in the cover pages as shared voting power includes those shares. E-Commerce does not have control over Wincores disposition of its equity interests.
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 November 6, 2018, E-Commerce and Aokang entered into an Amendment to Deed of Acting-in-Concert, pursuant to which the Deed of Acting-in-Concert, described in Item 6 of amendment No. 4 of this Schedule 13D, was invalidated as of that date. As such, E-Commerce may no longer direct the vote of Aokangs 24,553,810 shares, both parties may dispose their holdings without the consent of the other, the parties may no longer be deemed members of a group with each other, and the E-Commerce may no longer be deemed to have indirect voting power and dispositive power over Aokangs shares. A copy of the English translation of the Amendment to Deed of Acting-in-Concert is filed as Exhibit 1 hereto and the foregoing description is qualified in its entirety to such exhibit.
8