Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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LightInTheBox Holding Co., Ltd. (Name of Issuer) |
Ordinary shares, par value US$0.000067 per share American Depositary Shares, each representing twelve ordinary shares (Title of Class of Securities) |
53225G201 (CUSIP Number) |
Zhu Guohui Suite 2101, 21st Floor, Two Exchange Square, Central Hong Kong, K3, 00000 852-3153-5809 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 53225G201 |
| 1 |
Name of reporting person
Zall Development Investment Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
50,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 53225G201 |
| 1 |
Name of reporting person
Yan Zhi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
61,188,512.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary shares, par value US$0.000067 per share American Depositary Shares, each representing twelve ordinary shares | |
| (b) | Name of Issuer:
LightInTheBox Holding Co., Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
4 pandan crescent #03-03, Singapore,
SINGAPORE
, 128475. | |
Item 1 Comment:
This Amendment No. 12 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"). Twelve Ordinary Shares of the Issuer are represented by one American depositary share ("ADS"), effective on September 5, 2024, following the ratio change of the Issuer from the previous ratio of one ADS representing two Ordinary Shares to the current ratio of one ADS representing twelve Ordinary Shares. The Issuer's principal executive offices are located at 4 pandan crescent #03-03, Singapore (128475).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, amendment No. 8 filed on September 29, 2021, amendment No. 9 filed on January 7, 2022, amendment No. 10 filed on August 28, 2022 and amendment No.11 filed on September 6, 2024 (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. | ||
| 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":From September 10, 2024 to September 12, 2024, Mr. Yan Zhi has acquired 1,470,372 Ordinary Shares in the form of ADS, from the open market at a weighted average price of $0.3148 per Ordinary Share. On September 12, 2024, the closing price of the Ordinary Shares of the Issuer on the New York Stock Exchange was approximately $0.3833 per Ordinary Share.From March 26, 2025 to March 31, 2025, Mr. Yan Zhi has acquired 3,696,408 Ordinary Shares in the form of ADS, from the open market at a weighted average price of $0.1190 per Ordinary Share. On March 31, 2025, the closing price of the Ordinary Shares of the Issuer on the New York Stock Exchange was approximately $0.1667 per Ordinary Share. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon the 220,668,763 Ordinary Shares outstanding as of December 31, 2024 as informed by the Issuer. | |
| (b) | See the information contained on the cover pages of this amended Statement on Schedule 13D, which is incorporated by reference. | |
| SIGNATURE | |
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.
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