Page 8 of 13 – SEC Filing
| CUSIP No. 53225G102 | 13D/A |
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Item 1. Security and Issuer.
This Amendment No. 2 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 11, 2016 and amendment No. 1 filed thereto on October 21, 2016 (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.
This Amendment:
· Amends and supplements disclosures under Items 2, 3, 4, 6 and Attachment A of the Initial Statement, and
· Amends and restates disclosures in the cover pages and under Items 5 and 7 of 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.
Item 2 of the Initial Statement is hereby amended and supplemented to include Zall Development (HK) Holding Company Limited (Purchaser) as a Reporting Person. Purchaser is a direct wholly-owned subsidiary of Development.
Item 3. Source or Amount of Funds or Other Consideration.
Item 3 of the Initial Statement is hereby amended and supplemented by adding the following to the end thereof:
Pursuant to the Trading Plans (as defined below), Stifel executed open market purchases of the ADSs. Using cash on hand in the amount of approximately $2,260,528 from working capital (excluding commissions), a total of 774,249 ADSs (which are equivalent to 1,548,498 Ordinary Shares) were purchased since October 21, 2016, which includes certain purchases made outside of, and pursuant to, the Trading Plans.
The Reporting Persons undertake to provide upon request by the staff of the Commission full information regarding the number of shares purchased at each separate price.
Item 4. Purpose of Transaction.
Item 4 of the Initial Statement is hereby amended and supplemented by deleting the first paragraph under the heading Further Matters and adding the following in its place:
On September 9, 2016, the Purchaser and Stifel entered into the Trading Plan. The Trading Plan expired pursuant to its terms on March 10, 2017. On March 24, 2017, Parent and Stifel entered into a Rule 10b5-1 trading plan (the Second Trading Plan and, together with the Trading Plan, the Trading Plans). Pursuant to the Second Trading Plan, Stifel may execute open market purchases of the ADSs on behalf of Parent subject to the satisfaction of certain conditions including, among others, the trading price until the Second Trading Plan terminates.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Initial Statement is hereby amended and restated by the following:
(a) and (b)
Per the Issuers Registration Statement on Form F-3/A (File No. 333-212007) filed on September 2, 2016 with the Commission, the Issuer has 137,878,465 Ordinary Shares outstanding as of September 2, 2016.
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