CUSIP No. 53225G102
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13D/A
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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
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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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Source of Funds (See Instructions)
OO
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5
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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
Peoples Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
7,456,641(1) Ordinary Shares
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
7,456,641(1) Ordinary Shares
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,456,641(1) Ordinary Shares
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12
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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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14
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Type of Reporting Person
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 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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CUSIP No. 53225G102
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13D/A
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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
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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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Source of Funds (See Instructions)
OO
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5
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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
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
7,456,641(1) Ordinary Shares
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
7,456,641(1) Ordinary Shares
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,456,641(1) Ordinary Shares
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12
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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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14
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Type of Reporting Person
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 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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CUSIP No. 53225G102
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13D/A
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Item 1.
Security and Issuer
This Amendment No. 1 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 June 14, 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 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 Director 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 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
On December 14, 2018, Zall Cross Border E-Commerce Investment Company Limited (E-Commerce) and Wincore Holdings Limited (Wincore) entered into an Amendment to Voting Agreement, pursuant to which the Voting Agreement, described in Item 6 of the Initial Statement was invalidated as of that date. As such, E-Commerce may no longer direct the vote of Wincores 7,456,641 shares, the parties may no longer be deemed members of a group with each other, and E-Commerce may no longer be deemed to have indirect voting power over Wincores shares. A copy of the English translation of the Amendment to 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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