LightInTheBox Holding Co., Ltd. — Major Shareholding Notification 2014

Jan 29, 2014

SC 13G 1 d665610dsc13g.htm SC 13G SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

LIGHTINTHEBOX HOLDING CO., LTD.

(Name of Issuer)

Ordinary shares, $0.000067 par value per share

(Title of Class of Securities)

53225G102

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

¨ 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 the disclosures provided in a prior cover page.

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).

| 1 | Names of
Reporting Persons Ceyuan Ventures II, L.P. | |
| --- | --- | --- |
| 2 | Check the Appropriate Box if a Member
of a Group (a) ¨ (b) x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of
Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power 0 Shares |
| | 6 | Shared Voting Power 23,095,520 Shares (2) |
| | 7 | Sole Dispositive Power 0 Shares |
| | 8 | Shared Dispositive Power 23,095,520 Shares (2) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,095,520 Shares (2) | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ¨ | |
| 11 | Percent of Class Represented by Amount
in Row (9) 23.6% (3) | |
| 12 | Type of Reporting Person PN | |

(1) This Schedule 13G is filed by Ceyuan Ventures II, L.P. (“CV II”), Ceyuan Ventures Advisors Fund II, LLC (“CVAF II”), Ceyuan Ventures Management II, LLC (“CVM II,” together with CV II and CVAF II, collectively, the “Ceyuan Entities”), and Bo Feng (“Feng,” together with the Ceyuan Entities, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CVM II serves as the sole general partner of CV II and is the sole director of CVAF II and may be deemed to own beneficially the shares held by CV II and CVAF II. Mr. Feng is the Executive Managing Director of CVM II and exercises voting and investment control over the shares held by CV II and CVAF II and may be deemed to own beneficially the shares held by CV II and CVAF II. CVM II and Feng own no securities of the Issuer directly.

(2) Includes 22,238,676 Ordinary Shares held by CV II and 856,844 Ordinary Shares held by CVAF II.

(3) The percentage is based upon 97,912,269 Ordinary Shares of the Issuer outstanding as reported by the Issuer in its final prospectus dated June 6, 2013.

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| 1 | Names of
Reporting Persons Ceyuan Ventures Advisors Fund II, LLC | |
| --- | --- | --- |
| 2 | Check the Appropriate Box if a Member
of a Group (a) ¨ (b) x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of
Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power 0 Shares |
| | 6 | Shared Voting Power 23,095,520 Shares (2) |
| | 7 | Sole Dispositive Power 0 Shares |
| | 8 | Shared Dispositive Power 23,095,520 Shares (2) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,095,520 Shares (2) | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ¨ | |
| 11 | Percent of Class Represented by Amount
in Row (9) 23.6% (3) | |
| 12 | Type of Reporting Person OO | |

(1) This Schedule 13G is filed by Ceyuan Ventures II, L.P. (“CV II”), Ceyuan Ventures Advisors Fund II, LLC (“CVAF II”), Ceyuan Ventures Management II, LLC (“CVM II,” together with CV II and CVAF II, collectively, the “Ceyuan Entities”), and Bo Feng (“Feng,” together with the Ceyuan Entities, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CVM II serves as the sole general partner of CV II and is the sole director of CVAF II and may be deemed to own beneficially the shares held by CV II and CVAF II. Mr. Feng is the Executive Managing Director of CVM II and exercises voting and investment control over the shares held by CV II and CVAF II and may be deemed to own beneficially the shares held by CV II and CVAF II. CVM II and Feng own no securities of the Issuer directly.

(2) Includes 22,238,676 Ordinary Shares held by CV II and 856,844 Ordinary Shares held by CVAF II .

(3) The percentage is based upon 97,912,269 Ordinary Shares of the Issuer outstanding as reported by the Issuer in its final prospectus dated June 6, 2013.

3

| 1 | Names of
Reporting Persons Ceyuan Ventures Management II, LLC | |
| --- | --- | --- |
| 2 | Check the Appropriate Box if a Member
of a Group (a) ¨ (b) x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of
Organization Cayman Islands | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power 0 Shares |
| | 6 | Shared Voting Power 23,095,520 Shares (2) |
| | 7 | Sole Dispositive Power 0 Shares |
| | 8 | Shared Dispositive Power 23,095,520 Shares (2) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,095,520 Shares (2) | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ¨ | |
| 11 | Percent of Class Represented by Amount
in Row (9) 23.6% (3) | |
| 12 | Type of Reporting Person OO | |

(1) This Schedule 13G is filed by Ceyuan Ventures II, L.P. (“CV II”), Ceyuan Ventures Advisors Fund II, LLC (“CVAF II”), Ceyuan Ventures Management II, LLC (“CVM II,” together with CV II and CVAF II, collectively, the “Ceyuan Entities”), and Bo Feng (“Feng,” together with the Ceyuan Entities, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CVM II serves as the sole general partner of CV II and is the sole director of CVAF II and may be deemed to own beneficially the shares held by CV II and CVAF II. Mr. Feng is the Executive Managing Director of CVM II and exercises voting and investment control over the shares held by CV II and CVAF II and may be deemed to own beneficially the shares held by CV II and CVAF II. CVM II and Feng own no securities of the Issuer directly.

(2) Includes 22,238,676 Ordinary Shares held by CV II and 856,844 Ordinary Shares held by CVAF II.

(3) The percentage is based upon 97,912,269 Ordinary Shares of the Issuer outstanding as reported by the Issuer in its final prospectus dated June 6, 2013.

4

| 1 | Names of
Reporting Persons Bo Feng | |
| --- | --- | --- |
| 2 | Check the Appropriate Box if a Member
of a Group (a) ¨ (b) x (1) | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of
Organization Hong Kong | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power 0 Shares |
| | 6 | Shared Voting Power 23,095,520 Shares (2) |
| | 7 | Sole Dispositive Power 0 Shares |
| | 8 | Shared Dispositive Power 23,095,520 Shares (2) |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,095,520 Shares (2) | |
| 10 | Check if the Aggregate Amount in Row
(9) Excludes Certain Shares ¨ | |
| 11 | Percent of Class Represented by Amount
in Row (9) 23.6% (3) | |
| 12 | Type of Reporting Person IN | |

(1) This Schedule 13G is filed by Ceyuan Ventures II, L.P. (“CV II”), Ceyuan Ventures Advisors Fund II, LLC (“CVAF II”), Ceyuan Ventures Management II, LLC (“CVM II,” together with CV II and CVAF II, collectively, the “Ceyuan Entities”), and Bo Feng (“Feng,” together with the Ceyuan Entities, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. CVM II serves as the sole general partner of CV II and is the sole director of CVAF II and may be deemed to own beneficially the shares held by CV II and CVAF II. Mr. Feng is the Executive Managing Director of CVM II and exercises voting and investment control over the shares held by CV II and CVAF II and may be deemed to own beneficially the shares held by CV II and CVAF II. CVM II and Feng own no securities of the Issuer directly.

(2) Includes 22,238,676 Ordinary Shares held by CV II and 856,844 Ordinary Shares held by CVAF II.

(3) The percentage is based upon 97,912,269 Ordinary Shares of the Issuer outstanding as reported by the Issuer in its final prospectus dated June 6, 2013.

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Item 1(a).	Name of Issuer:
	LightInTheBox Holding Co., Ltd.
Item 1(b).	Address of Issuer’s Principal Executive Offices: Building 2, Area D, Floor 1-2, Diantong Times Square No. 7
Jiuxianquiao North Road Chaoyang District Beijing, 100020 People’s Republic of China
Item 2(a).	Name of Person Filing: This Schedule 13G is
being jointly filed by:
	Ceyuan Ventures II, L.P. (“CV II”) Ceyuan Ventures Advisors Fund II, LLC (“CVAF II”) Ceyuan Ventures Management II, LLC (“CVM II”) Bo Feng (“Feng”)
Item 2(b).	Address of Principal Business Office, or, if none, Residence: Ceyuan Ventures Management II, LLC c/o Maples Corporate Services
Limited P.O. Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands, British West Indies
Item 2(c).	Citizenship:

CV II	-	Cayman Islands exempted limited partnership
CVAF II	-	Cayman Islands exempted limited company
CVM II	-	Cayman Islands exempted limited company
Feng	-	Hong Kong

Item 2(d).	Title of Class of Securities: Not Applicable.
Item 2(e).	CUSIP No.: 53225G102
Item 3.	Not Applicable.

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ITEM 4. Ownership

Ceyuan Entity — CV II	22,238,676	0	23,095,520	0	23,095,520	23,095,520	23.6 %
CVAF II	856,844	0	23,095,520	0	23,095,520	23,095,520	23.6 %
CVM II	0	0	23,095,520	0	23,095,520	23,095,520	23.6 %
Feng	0	0	23,095,520	0	23,095,520	23,095,520	23.6 %

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: ¨

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 or Control Person

Not applicable

ITEM 8. Identification and Classification of Members of the Group

Not applicable

ITEM 9. Notice of Dissolution of Group

Not applicable

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ITEM 10. Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 that purpose or effect.

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.

Dated: January 28, 2014

Ceyuan Ventures II, L.P.
By:	Ceyuan Ventures Management II, LLC
Its:	General Partner
By:	/s/ Bo Feng
	Bo Feng, Executive Managing Director
Ceyuan Ventures Advisors Fund II, LLC
By:	Ceyuan Ventures Management II, LLC
Its:	Sole Director
By:	/s/ Bo Feng
	Bo Feng, Executive Managing Director
Ceyuan Ventures Management II, LLC
By:	/s/ Bo Feng
	Bo Feng, Executive Managing Director
/s/ Bo Feng
Bo Feng

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EXHIBIT INDEX

Exhibit No.
99.1	Agreement pursuant to 13d-1(k)(1) among Ceyuan Ventures II, L.P., Ceyuan Ventures Advisors Fund II, LLC, Ceyuan Ventures Management II, LLC and Bo Feng.

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