UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Lightinthebox Holding Co., Ltd. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 53225G102 |
| (CUSIP Number) |
| December 31, 2015 |
| (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) | |
| ☐ | 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).
| CUSIP No . | 53225G102 | Page 2 of 5 |
|
1 |
NAME OF REPORTING PERSONS |
AEB Capital, LLC | ||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|||
|
3 |
SEC USE ONLY
|
|||
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware | ||
| NUMBER OF SHARES |
5 | SOLE VOTING POWER | 6,715,406 | |
| BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER | ||
| EACH REPORTING |
7 | SOLE DISPOSITIVE POWER | 6,715,406 | |
| PERSON WITH: |
8 | SHARED DISPOSITIVE POWER | ||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
6,715,406 | ||
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐ | ||
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
7.0685%1 | ||
|
12 |
TYPE OF REPORTING PERSON
|
IA | ||
____________________________
1 As communicated by the Issuer, the total number of ordinary shares outstanding was 95,003,586 as of December 31, 2015.
| CUSIP No. | 53225G102 | Page 3 of 5 |
| Item 1(a). | Name of Issuer: | |
| Lightinthebox Holding Co Ltd. | ||
| Item 1(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: | |
| AEB Capital, LLC | ||
| Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
| 1001 19th St N Suite 1200 | ||
| Arlington VA 22209 | ||
| Item 2(c). | Citizenship: | |
| U.S. | ||
| Item 2(d). | Title of Class of Securities: | |
| Common Stock | ||
| Item 2(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: | |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☒ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| CUSIP No . | 53225G102 | Page 4 of 5 |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); | |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| 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. |
| (a) | Amount beneficially owned: | ||
| 6,715,406 | |||
| (b) | Percent of class: | ||
| 7.0685% | |||
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote | ||
| 6,715,406 | |||
| (ii) | Shared power to vote or to direct the vote | ||
| (iii) | Sole power to dispose or to direct the disposition of | ||
| 6,715,406 | |||
| (iv) | Shared power to dispose or to direct the disposition of | ||
| CUSIP No . | 53225G102 | Page 5 of 5 |
| 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 person has 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. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Item 8. | Identification and Classification of Members of the Group. |
| Item 9. | Notice of Dissolution of Group. |
| Item 10. | Certification. |
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 that purpose or effect.
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 12, 2016 | |||
| Signature: /s/ Arturo Brillembourg | |||
| Name: Arturo Brillembourg | |||
| Title: Managing Partner |