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1
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Names of Reporting Persons
Quji (Alan) Guo
|
|
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2
|
Check the Appropriate Box if a Member of a Group
|
|
|
(a)
|
o
|
|
|
(b)
|
x
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3
|
SEC Use Only
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4
|
Source of Funds (See Instructions)
OO
|
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5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
|
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6
|
Citizenship or Place of Organization
Peoples Republic of China
|
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
7,456,641
(1)
Ordinary Shares
|
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8
|
Shared Voting Power
0
|
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9
|
Sole Dispositive Power
7,456,641
(1)
Ordinary Shares
|
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10
|
Shared Dispositive Power
0
|
|
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11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
7,456,641
(1)
Ordinary Shares
|
|
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12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
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13
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Percent of Class Represented by Amount in Row (11)
5.5%
(2)
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|
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14
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Type of Reporting Person
IN
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|
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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 of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon 135,664,877 Ordinary Shares outstanding as of December 31, 2017 as reported in the Issuers Form 20-F filed March 28, 2018.
1
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1
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Names of Reporting Persons
Wincore Holdings Limited
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2
|
Check the Appropriate Box if a Member of a Group
|
|
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(a)
|
o
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|
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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
|
Source of Funds (See Instructions)
OO
|
|
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5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
|
|
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6
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Citizenship or Place of Organization
British Virgin Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
7,456,641
(1)
Ordinary Shares
|
|
8
|
Shared Voting Power
0
|
|
9
|
Sole Dispositive Power
7,456,641
(1)
Ordinary Shares
|
|
10
|
Shared Dispositive Power
0
|
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
7,456,641
(1)
Ordinary Shares
|
|
|
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
o
|
|
|
13
|
Percent of Class Represented by Amount in Row (11)
5.5%
(2)
|
|
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14
|
Type of Reporting Person
CO
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|
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|
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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 of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon 135,664,877 Ordinary Shares outstanding as of December 31, 2017 as reported in the Issuers Form 20-F filed March 28, 2018.
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Item 1.
Security and Issuer
This statement on Schedule 13D (this
Statement
) 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 Tower 2, Area D, Diantong Square; No. 7 Jiuxianqiao North Road; Chaoyang District, Beijing 100015; PRC. Two Ordinary Shares of the Issuer are represented by one American depository share (
ADS
).
Item 2.
Identity and Background
This Statement is being filed by the following persons (each a
Reporting Person
and, collectively, the
Reporting Persons
):
·
Quji (Alan) Guo (
Guo
), an individual, and
·
Wincore Holdings Limited, a company incorporated in the British Virgins Islands with limited liability (
Wincore
).
The principal occupation of Guo is interim Chief Executive Officer of the Issuer. Guo is a citizen of the Peoples Republic of China. The address of the principal business and office of the Guo is Tower 2, Area D, Diantong Square, No. 7 Jiuxianqiao North Road, Chaoyang District, Beijing 100015, Peoples Republic of China. Wincores principal business is to hold Guos beneficial interest in the Issuer. The sole director of Wincore is Guo. The registered address of Wincore Holdings Limited is Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.
During the last five years, none of the Reporting Persons, nor any of the directors of Wincore, have 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 3.
Source and Amount of Funds or Other Consideration
The Reporting Persons acquired the Ordinary Shares in connection with his service as an executive officer of the Issuer.
Item 4.
Purpose of Transaction
Pursuant to a duly constituted meeting of the Board of the Issuer on June 27, 2018, Guo voluntarily resigned as Chief Executive Officer and Chairman of the Issuer due to personal reasons, pending continuing service as interim Chief Executive Officer during a transition period. Guo remains a member of the Board. Mr. Zhi Yan was appointed Chairman. The Board also approved the deed of acting-in-concert between E-Commerce and Aogang International (Hong Kong) Corporation Limited, and the voting agreement (
Voting Agreement
) between E-Commerce and Wincore. In addition, the size of the Board was increased, and Mr. Qi Zhiping was appointed as a new director.
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Item 5.
Interest in Securities of the Issuer
(a) and (b)
Each Reporting Person may be deemed to own beneficially in the aggregate 7,456,641 Ordinary Shares. Further, each Reporting Person may be deemed to beneficially own 5.5% of the class of Ordinary Shares. The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon 135,664,877 Ordinary Shares outstanding as of December 31, 2017 as reported in the Issuers Form 20-F filed March 28, 2018.
(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 Company Shares.
(d)
None.
(e)
Not Applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
On June 27, 2018, E-Commerce and Wincore entered into the Voting Agreement, whereby E-Commerce was granted the right to require Wincore to vote all of the equity interests it holds in the Issuer in E-Commerces sole discretion in respect of any matter in E-Commerces discretion. The foregoing right of E-Commerce is conditioned upon (i) E-Commerce, together with its affiliates, remaining the single largest shareholder of the Issuer on a fully diluted and as-converted basis; and (ii) Mr. Zhi YAN remaining the most significant direct or indirect shareholder of E-Commerce on a fully diluted and as-converted basis, or remaining as the chairman of the board of directors of E-Commerce. There are no restrictions on Wincores ability to sell or transfer or otherwise dispose of equity securities in the Issuer, but any additional securities acquired by Wincore during the term of the Voting Agreement will be subject to the Voting Agreement. The term of the Voting Agreement is three years from the date of execution unless earlier terminated pursuant to the terms thereof. A copy of the Voting Agreement is filed as Exhibit 1 hereto and the foregoing description is qualified in its entirety to such exhibit.
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