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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
LightInTheBox Holding Co., Ltd.
(Name of Issuer)
Ordinary Shares, par value US$0.000067 per share
(Title of Class of Securities)
53225G102(1)
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*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.
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).
(1) This CUSIP number applies to the Issuers American Depositary Shares, each representing two Ordinary Shares.
CUSIP No. 53225G102 |
13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not applicable | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
(1) The Reporting Persons are deemed to beneficially own 7,147,805 Ordinary Shares based on beneficial ownership of 6,681,251 Ordinary Shares and 233,277 American Depositary Shares (the ADSs), representing 466,554 Ordinary Shares.
(2) The percentage is based on 137,820,605 Ordinary Shares issued and outstanding as of December 31, 2016, including 39,007,880 ordinary shares issued to the depositary for the ADS program and reserved for future grants under our share incentive plan.
CUSIP No. 53225G102 |
13G |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not applicable | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
(1) The Reporting Persons are deemed to beneficially own 7,147,805 Ordinary Shares based on beneficial ownership of 6,681,251 Ordinary Shares and 233,277 ADSs, representing 466,554 Ordinary Shares.
(2) The percentage is based on 137,820,605 Ordinary Shares issued and outstanding as of December 31, 2016, including 39,007,880 ordinary shares issued to the depositary for the ADS program and reserved for future grants under our share incentive plan.
CUSIP No. 53225G102 |
13G |
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Item 1. | |||||
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(a) |
Name of Issuer | |||
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(b) |
Address of Issuers Principal Executive Offices No .7 Jiuxianqiao North Road Chaoyang District, Beijing 100015 People's Republic of China | |||
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Item 2. | |||||
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(a) |
Name of Person Filing 1 Quji (Alan) Guo 2 Wincore Holdings Limited | |||
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(b) |
Address of the Principal Office or, if none, Residence | |||
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1 Quji (Alan) Guo |
Tower 2, Area D, Diantong Square No .7 Jiuxianqiao North Road Chaoyang District, Beijing 100015 People's Republic of China | ||
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2 Wincore Holdings Limited |
Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands. | ||
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(c) |
Citizenship | |||
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1 Quji (Alan) Guo |
Peoples Republic of China | ||
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2 Wincore Holdings Limited |
British Virgin Islands | ||
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(d) |
Title of Class of Securities | |||
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(e) |
CUSIP Number | |||
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
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Not applicable. | ||||
CUSIP No. 53225G102 |
13G |
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Item 4. |
Ownership. | ||
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |||
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Reporting |
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Amount beneficially |
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Percent |
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Sole power |
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Shared |
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Sole power to |
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Shared power |
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1 |
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Quji (Alan) Guo |
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7,147,805 |
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5.2 |
% |
7,147,805 |
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0 |
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7,147,805 |
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0 |
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2 |
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Wincore Holdings Limited |
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7,147,805 |
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5.2 |
% |
7,147,805 |
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0 |
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7,147,805 |
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0 |
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(1) Wincore Holdings Limited is the record holder of 7,147,805 Ordinary Shares of the Issuer based on beneficial ownership of 6,681,251 Ordinary Shares and 233,277 ADSs, representing 466,554 Ordinary Shares. Wincore Holdings Limited, a British Virgin Islands company, is wholly owned by Quji (Alan) Guo. Mr. Guo has voting and investment power with respect to these Ordinary Shares.
(2) The percentage is based on 137,820,605 Ordinary Shares issued and outstanding as of December 31, 2016, including 39,007,880 ordinary shares issued to the depositary for the ADS program and reserved for future grants under our share incentive plan.
Item 5. |
Ownership of Five Percent or Less of a Class. |
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Not applicable |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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Not applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
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Not applicable |
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Item 8. |
Identification and Classification of Members of the Group. |
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Not applicable |
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable |
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Item 10. |
Certification. |
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Not applicable |
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: February 14, 2017 |
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Quji (Alan) Guo |
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/s/Quji (Alan) Guo |
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Signature |
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Wincore Holdings Limited |
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/s/Quji (Alan) Guo |
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Signature |
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Name: Quji (Alan) Guo |
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Title: Director |