Filing Details

Accession Number:
0001104659-22-002245
Form Type:
13D Filing
Publication Date:
2022-01-06 19:00:00
Filed By:
Zall Smart Commerce Group Ltd.
Company:
Lightinthebox Holding Co. Ltd. (NYSE:LITB)
Filing Date:
2022-01-07
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Zall Development (HK) Holding Company Limited 0 1,040,000 0 1,040,000 1,040,000 0.5%
Zall Cross-border E-commerce Investment Company Limited 0 0 0 0 0 0%
Zall Development (BVI) Holding Company Limited 0 1,040,000 0 1,040,000 1,040,000 0.5%
Zall Smart Commerce Group Ltd 0 1,040,000 0 1,040,000 1,040,000 0.5%
Zall Development Investment Company Limited 0 51,040,000 0 51,040,000 51,040,000 22.8%
Yan Zhi 0 51,040,000 0 51,040,000 51,040,000 22.8%
Filing

 

 

 

  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     
  SCHEDULE 13D  

 

Under the Securities Exchange Act of 1934
(Amendment No. 9)*

 

LightInTheBox Holding Co., Ltd.

(Name of Issuer)

 

Ordinary shares, par value US$0.000067 per share**

American Depositary Shares

(Title of Class of Securities)

 

53225G102***

(CUSIP Number)

 

Mr. Zhu Guohui

Chief Financial Officer

Zall Smart Commerce Group Ltd.

Suite 2101, 21st Floor, Two Exchange Square

Central, Hong Kong

852-3153-5809

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

With copies to:

 

Ning Zhang, Esq.

Morgan, Lewis & Bockius LLP

Beijing Kerry Centre South Tower, Suite 823 8th

Floor, No. 1 Guang Hua Road, Chaoyang District

Beijing, 100020

David A. Sirignano, Esq.

Morgan, Lewis & Bockius, LLP

1111 Pennsylvania Avenue, N.W.

Washington, D.C. 20004

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* 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.

 

** Not for trading, but in connection with the registration of the American Depositary Shares, each representing two ordinary shares.

 

*** CUSIP Number of the American Depositary Shares.

 

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).

 

 

 

 

 

 

CUSIP No. 53225G102 13D/A  

 

  1 Name of Reporting Person
I.R.S. Identification of Above Person
Zall Development (HK) Holding Company Limited
 
  2 Check the Appropriate Box if a Member of a Group
    (a)  ¨
    (b)  x
 
  3 SEC Use Only
 
  4 Source of Funds
AF
 
  5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
 
  6 Citizenship or Place of Organization
Hong Kong
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7 Sole Voting Power
0
 
8 Shared Voting Power
1,040,000
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
1,040,000
     
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,000
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   x
 
  13 Percent of Class Represented by Amount in Row (11)
0.5%
 
  14 Type of Reporting Person
CO

 

 

 

CUSIP No. 53225G102 13D/A  

 

  1 Name of Reporting Person
I.R.S. Identification of Above Person
Zall Cross-border E-commerce Investment Company Limited
 
  2 Check the Appropriate Box if a Member of a Group
    (a)  ¨
    (b)  x
 
  3 SEC Use Only
 
  4 Source of Funds
AF
 
  5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
 
  6 Citizenship or Place of Organization
British Virgin Islands
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7 Sole Voting Power
0
 
8 Shared Voting Power
0
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
0
     
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   x
 
  13 Percent of Class Represented by Amount in Row (11)
0%
 
  14 Type of Reporting Person
CO

 

 

 

CUSIP No. 53225G102 13D/A  

 

  1 Name of Reporting Person
I.R.S. Identification of Above Person
Zall Development (BVI) Holding Company Limited
 
  2 Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) x
 
  3 SEC Use Only
 
  4 Source of Funds
WC
 
  5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
 
  6 Citizenship or Place of Organization
British Virgin Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7 Sole Voting Power
0
 
8 Shared Voting Power
1,040,000
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
1,040,000
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,000
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
 
  13 Percent of Class Represented by Amount in Row (11)
0.5%
 
  14 Type of Reporting Person
CO

 

4

 

 

CUSIP No. 53225G102 13D/A  

 

  1 Name of Reporting Person
I.R.S. Identification of Above Person
Zall Smart Commerce Group Ltd.
 
  2 Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) x
 
  3 SEC Use Only
 
  4 Source of Funds
AF
 
  5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
 
  6 Citizenship or Place of Organization
Cayman Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7 Sole Voting Power
0
 
8 Shared Voting Power
1,040,000
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
1,040,000
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,040,000
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
 
  13 Percent of Class Represented by Amount in Row (11)
0.5%
 
  14 Type of Reporting Person
HC

 

5

 

 

CUSIP No. 53225G102 13D/A  

 

  1 Name of Reporting Person
I.R.S. Identification of Above Person
Zall Development Investment Company Limited
 
  2 Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) x
 
  3 SEC Use Only
 
  4 Source of Funds
AF and BK
 
  5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
 
  6 Citizenship or Place of Organization
British Virgin Islands
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7 Sole Voting Power
0
 
8 Shared Voting Power
51,040,000
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
51,040,000
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
51,040,000
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   ¨
 
  13 Percent of Class Represented by Amount in Row (11)
22.8%
 
  14 Type of Reporting Person
CO

 

6

 

 

CUSIP No. 53225G102 13D/A  

 

  1 Name of Reporting Person
I.R.S. Identification of Above Person
Yan Zhi
 
  2

Check the Appropriate Box if a Member of a Group

 

    (a) ¨
    (b) x
 
  3 SEC Use Only
 
  4 Source of Funds
AF
 
  5 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨
 
  6 Citizenship or Place of Organization
People’s Republic of China (“PRC”)
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7 Sole Voting Power
0
 
8 Shared Voting Power
51,040,000
 
9 Sole Dispositive Power
0
 
10 Shared Dispositive Power
51,040,000
 
  11 Aggregate Amount Beneficially Owned by Each Reporting Person
51,040,000
 
  12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares     ¨
 
  13 Percent of Class Represented by Amount in Row (11)
22.8%
 
  14 Type of Reporting Person
IN

 

7

 

 

CUSIP No. 53225G102 13D/A  

 

Item 1.  Security and Issuer.

 

This Amendment No. 9 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 depositary share (“ADS”).  The Issuer’s principal executive offices are located at Floor 5, Building 2, Yaxin Science & Tech Park, No.399 Shengxia Road, Pudong New Area, Shanghai, 201203 People’s Republic of China.

 

This Amendment supplements and amends the statement on Schedule 13D filed on April 11, 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, amendment No. 4 filed on July 3, 2018, amendment No. 5 filed on November 13, 2018, amendment No. 6 filed on December 21, 2018, amendment No. 7 filed on December 28, 2018 and amendment No. 8 filed on September 29, 2021 (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.

 

8

 

 

CUSIP No. 53225G102 13D/A  

 

Item 4. Purpose of Transaction.

 

Item 4 of the Initial Statement is hereby amended and supplemented by adding the following as the last paragraph under the heading “Further Matters”:

 

The closing of the transaction under the Sale and Purchase Agreement has taken place on December 31, 2021.

 

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 that are held by other Reporting Persons, 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 Shares reported as beneficially owned by each Reporting Person is based upon the 224,038,611 Ordinary Shares outstanding as of December 31, 2020 as reported in the Issuer’s annual report filed with the U.S. Securities and Exchange Commission on a Form 20-F dated April 21, 2021.

 

(b) See the information contained on the cover pages of this amended Statement on Schedule 13D, which is incorporated by reference.

 

(c) Since the most recent filing, Zall HK has sold 1,247,063 ADSs representing 2,494,126 Ordinary Shares pursuant to Rule 144 through multiple open market transactions at prices ranging from $0.98 to $1.18 per ADS, with a weighted average price of $1.10 per ADS.

 

(e) With effect from December 31, 2021, each of Zall HK, E-commerce, Development and Parent ceased to be the beneficial owner of more than five percent of the Ordinary Shares outstanding in the Issuer.

 

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:

 

The closing of the transaction under the Sale and Purchase Agreement has taken place on December 31, 2021.

 

9

 

 

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:  January 7, 2022

 

  Zall Development (HK) Holding Company Limited
   
   
  By: /s/ Yan Zhi
    Name: Yan Zhi
    Title: Director
   
  Zall Cross-border E-commerce Investment Company Limited
   
   
  By: /s/ Yan Zhi
    Name: Yan Zhi
    Title: Director
   
  Zall Development (BVI) Holding Company Limited
   
   
  By: /s/ Yan Zhi
    Name: Yan Zhi
    Title: Director
   
  Zall Smart Commerce Group Ltd.
   
   
  By: /s/ Yan Zhi
    Name: Yan Zhi
    Title: Director
   
  Zall Development Investment Company Limited
   
   
  By: /s/ Yan Zhi
    Name: Yan Zhi
    Title: Director
   
  /s/ Yan Zhi
  Name: Yan Zhi

 

10