SEC Form SC 13G/A filed by LightInTheBox Holding Co. Ltd. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

LightInTheBox Holding Co., Ltd.

(Name of Issuer)

Ordinary shares, par value US$0.000067 per share

(Title of Class of Securities)

53225G102**

(CUSIP Number)

February 11, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* 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 the disclosures provided in a prior cover page.

** CUSIP number 53225G102 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on the New York Stock Exchange under the symbol “LITB.” Each ADS represents two ordinary shares of the Issuer. No CUSIP number has been assigned to ordinary shares of the Issuer.

The information required in 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).

13G

ITEM 1.

(a) Name of Issuer: LightInTheBox Holding Co., Ltd.

(b) Address of Issuer’s Principal Executive Offices: Room 3301, Kerry Parkside Office, 1155 Fangdian Rd, Pudong New Area District, Shanghai, P.R.C.

ITEM 2.

(a) Name of Person Filing:

(b) Address of Principal Business Office, or if None, Residence:

(c) Citizenship:

(d) Title of Class of Securities:

Ordinary shares, par value US$0.000067 per share

(e) CUSIP Number:

53225G102

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

Not applicable

ITEM 4. OWNERSHIP.

The information in each of the items 1 and Items 5 through 11 on the cover page(s) on this Schedule 13G is hereby incorporated by reference.

Fraser Holdings Group Limited, a limited company organized under the laws of the British Virgin Islands, held 14,790,110 ordinary shares of the Issuer as of the date of this submission. The shareholders of Fraser Holdings Group Limited are (i) Vision Knight Capital (China) Fund II, L.P., a limited partnership organized under the laws of the Cayman Islands, which holds 95.5% of the outstanding shares of Fraser Holdings Group Limited and (ii) Vision Knight Capital (China) Entrepreneur Fund II, L.P., a limited partnership organized under the laws of the Cayman Islands, which holds 4.5% of the outstanding shares of Fraser Holdings Group Limited.

The general partner of both Vision Knight Capital (China) Fund II, L.P. and Vision Knight Capital (China) Entrepreneur Fund II, L.P. is Vision Knight Capital (China) GP II, L.P., a limited partnership organized under the laws of the Cayman Islands.

The general partner of Vision Knight Capital (China) GP II, L.P. is VKC (China) GP II Ltd., a company organized under the laws of the Cayman Islands.

The sole shareholder of VKC (China) GP II Ltd. is VKC Cayman II Ltd.

The sole shareholder and the sole director of VKC Cayman II Ltd. is Zhe Wei. Zhe Wei is also a director of VKC (China) GP II Ltd.

From December 4, 2020 to February 11, 2022, Fraser Holdings Group Limited sold an aggregate of 1,839,130 ADSs of the Issuer (representing 3,678,260 ordinary shares) in the open market.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

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. CERTIFICATIONS.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

LIST OF EXHIBITS

Exhibit No.

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.

Date: February 11, 2022