Amended Statement of Ownership (sc 13g/a)
February 09 2018 - 6:46AM
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 13G
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)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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 Issuer’s American Depositary Shares, each representing two Ordinary Shares.
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CUSIP No. 53225G102
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13G
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1.
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Names of Reporting Persons
Quji (Alan) Guo
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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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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Citizenship or Place of Organization
People’s Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
7,456,641
(1)
Ordinary Shares
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
7,456,641
(1)
Ordinary Shares
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,456,641
(1)
Ordinary Shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not applicable
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11.
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Percent of Class Represented by Amount in Row (9)
5.5%
(2)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1)
The Reporting Persons are deemed to beneficially own 7,456,641 Ordinary Shares based on beneficial ownership of 6,681,251 Ordinary Shares and 387,695 American Depositary Shares (the “ADSs”), representing 775,390 Ordinary Shares.
(2)
The percentage is based on 135,664,877 Ordinary Shares issued and outstanding as of December 31, 2017, including 36,120,960 ordinary shares issued to the depositary for the ADS program and reserved for future grants under our share incentive plan.
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CUSIP No. 53225G102
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13G
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1.
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Names of Reporting Persons
Wincore Holdings Limited
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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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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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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5.
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Sole Voting Power
7,456,641
(1)
Ordinary Shares
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
7,456,641
(1)
Ordinary Shares
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,456,641
(1)
Ordinary Shares
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not applicable
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11.
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Percent of Class Represented by Amount in Row (9)
5.5%
(2)
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12.
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Type of Reporting Person (See Instructions)
CO
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(1)
The Reporting Persons are deemed to beneficially own 7,456,641 Ordinary Shares based on beneficial ownership of 6,681,251 Ordinary Shares and 387,695 ADSs, representing 775,390 Ordinary Shares.
(2)
The percentage is based on 135,664,877 Ordinary Shares issued and outstanding as of December 31, 2017, including 36,120,960 ordinary shares issued to the depositary for the ADS program and reserved for future grants under our share incentive plan.
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Item 1.
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(a)
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Name of Issuer
LightInTheBox Holding Co., Ltd.
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(b)
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Address of Issuer’s Principal Executive Offices
Tower 2, Area D, Diantong Square
No .7 Jiuxianqiao North Road
Chaoyang District, Beijing 100015
People’s Republic of China
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Item 2.
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(a)
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Name of Person Filing
This schedule is filed by and on behalf of:
1
Quji (Alan) Guo
2
Wincore Holdings Limited
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(b)
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Address of the Principal Office or, if none, Residence
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1 Quji (Alan) Guo
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Tower 2, Area D, Diantong Square
No .7 Jiuxianqiao North Road
Chaoyang District, Beijing 100015
People’s Republic of China
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2 Wincore Holdings Limited
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Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.
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(c)
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Citizenship
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1
Quji (Alan) Guo
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People’s Republic of China
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2
Wincore Holdings Limited
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British Virgin Islands
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(d)
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Title of Class of Securities
Ordinary Shares
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(e)
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CUSIP Number
53225G102
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Item 3.
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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.
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4
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Item 4.
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Ownership.
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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
Person
(1)
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Amount beneficially
owned
(1)
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Percent
of
class
(2)
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Sole power
to vote or
direct the
vote
(1)
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Shared
power to
vote or
to direct
the vote
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Sole power to
dispose or to
direct the
disposition
of
(1)
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Shared power
to dispose or
to direct the
disposition of
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1
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Quji (Alan) Guo
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7,456,641
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5.5
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%
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7,456,641
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0
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7,456,641
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0
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2
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Wincore Holdings Limited
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7,456,641
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5.5
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%
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7,456,641
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0
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7,456,641
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0
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(1)
Wincore Holdings Limited is the record holder of
7,456,641
Ordinary Shares of the Issuer based on beneficial ownership of 6,681,251 Ordinary Shares and 387,695 ADSs, representing 775,390 Ordinary Shares. Wincore Holdings Limited, a British Virgin Islands company, is wholly owned by Quji (Alan) Guo. Mr. Guo has voting and investment power with respect to these Ordinary Shares.
(2)
The percentage is based on
135,664,877
Ordinary Shares issued and outstanding as of December 31, 2017, including 36,120,960 ordinary shares issued to the depositary for the ADS program and reserved for future grants under our share incentive plan.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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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.
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Identification and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution of Group.
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Not applicable
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Item 10.
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Certification.
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Not applicable
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5
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 9, 2018
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Quji (Alan) Guo
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/s/ Quji (Alan) Guo
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Signature
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Wincore Holdings Limited
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/s/ Quji (Alan) Guo
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Signature
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Name:
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Quji (Alan) Guo
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Title:
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Director
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6
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement
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7
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