UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

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 Issuer’s American Depositary Shares, each representing two Ordinary Shares.

 


 

CUSIP No. 53225G102

13G

 

 

 

1.

Names of Reporting Persons
Quji (Alan) Guo

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
People’s Republic of China

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
7,147,805(1) Ordinary Shares

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
7,147,805(1) Ordinary Shares

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,147,805(1) Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares 

Not applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%(2)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

(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.

 

2


 

CUSIP No. 53225G102

13G

 

 

 

1.

Names of Reporting Persons
Wincore Holdings Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
7,147,805(1) Ordinary Shares

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
7,147,805(1) Ordinary Shares

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,147,805(1) Ordinary Shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares 

Not applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.2%(2)

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

(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.

 

3


 

CUSIP No. 53225G102

13G

 

 

Item 1.

 

(a)

Name of Issuer
LightInTheBox Holding Co., Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices
Tower 2, Area D, Diantong Square

No .7 Jiuxianqiao North Road

Chaoyang District, Beijing 100015

People's Republic of China

 

Item 2.

 

(a)

Name of Person Filing
This schedule is filed by and on behalf of:

1                      Quji (Alan) Guo

2                      Wincore Holdings Limited

 

(b)

Address of the Principal Office or, if none, Residence

 

 

1  Quji (Alan) Guo

Tower 2, Area D, Diantong Square

No .7 Jiuxianqiao North Road

Chaoyang District, Beijing 100015

People's Republic of China

 

 

2  Wincore Holdings Limited

Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands.

 

(c)

Citizenship

 

 

1  Quji (Alan) Guo

People’s Republic of China

 

 

2  Wincore Holdings Limited

British Virgin Islands

 

(d)

Title of Class of Securities
Ordinary Shares

 

(e)

CUSIP Number
53225G102

 

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:

 

Not applicable. 

 

4


 

CUSIP No. 53225G102

13G

 

 

 

 

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.

 

 

 

Reporting
Person(1)

 

Amount beneficially
owned(1)

 

Percent
of
class(2)

 

Sole power
to vote or
direct the
vote(1)

 

Shared
power to
vote or
to direct
the vote

 

Sole power to
dispose or to
direct the
disposition
of(1)

 

Shared power
to dispose or
to direct the
disposition of

 

1

 

Quji (Alan) Guo

 

7,147,805

 

5.2

%

7,147,805

 

0

 

7,147,805

 

0

 

2

 

Wincore Holdings Limited

 

7,147,805

 

5.2

%

7,147,805

 

0

 

7,147,805

 

0

 

 

(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.

 

Not applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable

 

 

Item 10.

Certification.

 

Not applicable

 

5


 

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

 

 

 

 

 

 

Quji (Alan) Guo

 

 

 

 

 

/s/Quji (Alan) Guo

 

Signature

 

 

 

 

 

Wincore Holdings Limited

 

 

 

 

 

/s/Quji (Alan) Guo

 

Signature

 

Name: Quji (Alan) Guo

 

Title: Director

 

6


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

7