LightInTheBox Holding Co., Ltd.
|
(Name of Issuer)
|
Ordinary shares, par value US$0.000067 per share
|
(Title of Class of Securities)
|
53225G102 |
(CUSIP Number)
|
Chan Yik Pun
Company Secretary
Zall Group Ltd.
Suite 2101, 21st Floor, Two Exchange Square
Central, Hong Kong
852-3153-5808
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
With copies to:
Ning Zhang, Esq.
Orrick, Herrington & Sutcliffe LLP
5701 China World Tower No.1 Jianguomenwai Avenue
Beijing 100004
People's Republic of China
86-10-8595-5693 |
October 13, 2016
|
(Date of Event which Requires Filing of this Statement)
|
|
13D
|
|
CUSIP No. 53225G102
|
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Page 1 of 10
|
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1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Zall Cross-border E-commerce Investment Company Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
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||
|
|
|
|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
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||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
49,955,000
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
49,955,000
|
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|||
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|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
49,955,000
|
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|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
34.4%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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|||
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13D
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|
CUSIP No. 53225G102
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Page 2 of 10
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1
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NAMES OF REPORTING PERSONS
|
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||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Zall Development (BVI) Holding Company Limited
|
|
|
|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
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||
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
WC
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
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|
||||
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
|
|
|
||
51,410,242
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
51,410,242
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
51,410,242
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
35.4%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
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|||
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|
13D
|
|
CUSIP No. 53225G102
|
|
Page 3 of 10
|
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1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Zall Group Ltd.*
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
51,410,242
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
51,410,242
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
51,410,242
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
35.4%†
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC
|
|
|
|||
|
|
|
13D
|
|
CUSIP No. 53225G102
|
|
Page 4 of 10
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Zall Development Investment Company Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
51,410,242
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
51,410,242
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
51,410,242
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1)
|
|
|
||
35.4%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
|
13D
|
|
CUSIP No. 53225G102
|
|
Page 5 of 10
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Yan Zhi
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
||
51,410,242
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
51,410,242
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
51,410,242
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
35.4%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
|
13D
|
|
CUSIP No. 53225G102
|
|
Page 6 of 10
|
|
|
|
• | Amends and supplements disclosures under Items 3, 4 and 6 of the Initial Statement, and |
•
|
Amends and restates disclosures in the cover pages and under Items 5 and 7 of the Initial Statement. |
Date
|
No. of ADSs
|
Average Unit Price
|
Price Range for
Purchased ADSs |
9/23/16
|
24,949
|
$2.87
|
$2.86 - $2.88
|
9/26/16
|
27,017
|
$2.91
|
$2.84 - $2.96
|
9/28/16
|
4,000
|
$2.94
|
$2.89 - $2.95
|
9/29/16
|
4,000
|
$2.85
|
$2.84 - $2.86
|
9/30/16
|
3,866
|
$2.87
|
$2.78 - $2.89
|
10/03/16
|
7,000
|
$2.90
|
$2.87 - $2.94
|
10/04/16
|
9,000
|
$2.88
|
$2.87 - $2.90
|
10/05/16
|
7,000
|
$2.95
|
$2.88 - $2.98
|
10/06/16
|
7,000
|
$2.95
|
$2.93 - $2.96
|
10/07/16
|
3,923
|
$2.87
|
$2.85 - $2.88
|
10/10/16
|
8,300
|
$2.88
|
$2.87 - $2.88
|
10/11/16
|
8,300
|
$2.87
|
$2.85 - $2.89
|
10/12/16
|
8,300
|
$2.90
|
$2.88 - $2.90
|
10/13/16
|
8,300
|
$2.74
|
$2.74 - $2.75
|
10/14/16
|
8,300
|
$2.72
|
$2.72 - $2.73
|
|
13D
|
|
CUSIP No. 53225G102
|
|
Page 7 of 10
|
|
|
|
10/17/16
|
7,200
|
$2.69
|
$2.68 - $2.71
|
10/18/16
|
3,301
|
$2.76
|
$2.73 - $2.77
|
10/19/16
|
7,200
|
$2.72
|
$2.69 - $2.80
|
10/20/16
|
7,200
|
$2.70
|
$2.68 - $2.75
|
● | to acquire additional securities of the Issuer through open market purchases, in privately negotiated transactions, or otherwise, |
● | to dispose of all or a portion of the securities of the Issuer beneficially owned in the open market, in privately negotiated transactions, or otherwise, or |
● | to take any other available course of action which may involve one or more of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D or have the results described in those subparagraphs. |
|
13D
|
|
CUSIP No. 53225G102
|
|
Page 8 of 10
|
|
|
|
Date
|
No. of ADSs
|
Average Unit Price
|
Price Range for
Purchased ADSs |
9/23/16
|
24,949
|
$2.87
|
$2.86 - $2.88
|
9/26/16
|
27,017
|
$2.91
|
$2.84 - $2.96
|
9/28/16
|
4,000
|
$2.94
|
$2.89 - $2.95
|
9/29/16
|
4,000
|
$2.85
|
$2.84 - $2.86
|
9/30/16
|
3,866
|
$2.87
|
$2.78 - $2.89
|
10/03/16
|
7,000
|
$2.90
|
$2.87 - $2.94
|
10/04/16
|
9,000
|
$2.88
|
$2.87 - $2.90
|
10/05/16
|
7,000
|
$2.95
|
$2.88 - $2.98
|
10/06/16
|
7,000
|
$2.95
|
$2.93 - $2.96
|
10/07/16
|
3,923
|
$2.87
|
$2.85 - $2.88
|
10/10/16
|
8,300
|
$2.88
|
$2.87 - $2.88
|
10/11/16
|
8,300
|
$2.87
|
$2.85 - $2.89
|
10/12/16
|
8,300
|
$2.90
|
$2.88 - $2.90
|
10/13/16
|
8,300
|
$2.74
|
$2.74 - $2.75
|
10/14/16
|
8,300
|
$2.72
|
$2.72 - $2.73
|
10/17/16
|
7,200
|
$2.69
|
$2.68 - $2.71
|
10/18/16
|
3,301
|
$2.76
|
$2.73 - $2.77
|
10/19/16
|
7,200
|
$2.72
|
$2.69 - $2.80
|
10/20/16
|
7,200
|
$2.70
|
$2.68 - $2.75
|
|
13D
|
|
CUSIP No. 53225G102
|
|
Page 9 of 10
|
|
|
|
"Exhibit
Number |
Description
|
|
|
|
|
1
|
Subscription Agreement, dated as of March 17, 2016, between Zall Cross-border E-commerce Investment Company Limited and LightInTheBox Holding Co., Ltd. (incorporated by reference to Exhibit 99.2 to the Issuer's Form 6-K filed on March 17, 2016) that contains the Form of Warrant as Exhibit A and the Form of Investor Rights Agreement among the Issuer, E-commerce, Guo, and Wincore as Exhibit C.
|
|
2
|
Margin Loan Confirmation, dated as of March 23, 2016, between CCB International Securities Limited and E-commerce (incorporated by reference to Exhibit 2 to the Initial Statement filed on April 11, 2016 by the Reporting Persons).*
|
|
3
|
Trading Plan, dated as of September 9, 2016, between the Purchaser and Stifel.*
|
|
*
|
Certain portions have been redacted, confidential treatment has been requested, and redacted portions have separately been filed with the SEC."
|
|
13D
|
|
CUSIP No. 53225G102
|
|
Page 10 of 10
|
|
|
|
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 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
|