SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

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

American Depositary Shares, each representing two ordinary shares

(Title of Class of Securities)

53225G102(1)

(CUSIP Number)

ZHEJIANG AOKANG SHOES CO., LTD.

Aokang Industrial Park, Dongou Industrial District

Oubei Town, Yongjia County, Zhejiang Province

People’s Republic of China

+86 577-67915188

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 27, 2018

(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  o.

* 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.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(1)This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two ordinary shares.

CUSIP No.   53225G102 13D

	1	Name of Reporting Person I.R.S. Identification Nos. of Above Persons (Entities Only) AOGANG INTERNATIONAL (HONG KONG) CORPORATION LIMITED
	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds* AF, BK
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o N/A
	6	Citizenship or Place of Organization Hong Kong
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 24,553,810 ordinary shares(2)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 24,553,810 ordinary shares(2)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 24,553,810 ordinary shares(2)
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 18.1%(3)
	14	Type of Investor (See Instructions) CO

(2)Includes 4,293,728 ordinary shares represented by 2,146,864 American Depositary Shares (each American Depositary Shares representing two ordinary shares).

(3)The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon 135,664,877 Ordinary Shares outstanding as of December 31, 2017 as reported in the Issuer’s Form 20-F filed March 28, 2018.

2

CUSIP No.   53225G102 13D

	1	Name of Reporting Person I.R.S. Identification Nos. of Above Persons (Entities Only) ZHEJIANG AOKANG SHOES CO., LTD.
	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds* WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o N/A
	6	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 24,553,810 ordinary shares(2)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 24,553,810 ordinary shares(2)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 24,553,810 ordinary shares(2)
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 18.1%(3)
	14	Type of Investor (See Instructions) CO

(2)Includes 4,293,728 ordinary shares represented by 2,146,864 American Depositary Shares (each American Depositary Shares representing two ordinary shares).

(3)The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon 135,664,877 Ordinary Shares outstanding as of December 31, 2017 as reported in the Issuer’s Form 20-F filed March 28, 2018.

3

CUSIP No.   53225G102 13D

	1	Name of Reporting Person I.R.S. Identification Nos. of Above Persons (Entities Only) ZHENTAO WANG
	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds* AF
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o N/A
	6	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 24,553,810 ordinary shares(2)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 24,553,810 ordinary shares(2)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 24,553,810 ordinary shares(2)
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 18.1%(3)
	14	Type of Investor (See Instructions) IN

(2)Includes 4,293,728 ordinary shares represented by 2,146,864 American Depositary Shares (each American Depositary Shares representing two ordinary shares).

(3)The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon 135,664,877 Ordinary Shares outstanding as of December 31, 2017 as reported in the Issuer’s Form 20-F filed March 28, 2018.

4

CUSIP No.   53225G102 13D

	1	Name of Reporting Person I.R.S. Identification Nos. of Above Persons (Entities Only) AOKANG INVESTMENT HOLDINGS CO., LTD.
	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds* AF
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o N/A
	6	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 24,553,810 ordinary shares(2)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 24,553,810 ordinary shares(2)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 24,553,810 ordinary shares(2)
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 18.1%(3)
	14	Type of Investor (See Instructions) CO

(2)Includes 4,293,728 ordinary shares represented by 2,146,864 American Depositary Shares (each American Depositary Shares representing two ordinary shares).

(3)The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon 135,664,877 Ordinary Shares outstanding as of December 31, 2017 as reported in the Issuer’s Form 20-F filed March 28, 2018.

5

CUSIP No.   53225G102 13D

	1	Name of Reporting Person I.R.S. Identification Nos. of Above Persons (Entities Only) JINQUAN WANG
	2	Check the Appropriate Box if a Member of a Group*
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds* AF
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)  o N/A
	6	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 24,553,810 ordinary shares(2)
			8	Shared Voting Power 0
			9	Sole Dispositive Power 24,553,810 ordinary shares(2)
			10	Shared Dispositive Power 0
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 24,553,810 ordinary shares(2)
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 18.1%(3)
	14	Type of Investor (See Instructions) IN

(2)Includes 4,293,728 ordinary shares represented by 2,146,864 American Depositary Shares (each American Depositary Shares representing two ordinary shares).

(3)The percentage of Ordinary Shares reported as beneficially owned by each Reporting Person is based upon 135,664,877 Ordinary Shares outstanding as of December 31, 2017 as reported in the Issuer’s Form 20-F filed March 28, 2018.

6

CUSIP No.   53225G102 13D

Item 1. Security and Issuer.

This amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the statement on Amendment No.1 to Schedule 13D filed with the Securities and Exchange Commission on August 5, 2015 (the “Statement”), which relates to the ordinary shares, par value $0.000067 per share (the “Shares”) and American Depositary Shares (“ADSs”), each representing two Share, of LightInTheBox Holding Co., Ltd. (the “Issuer”). The principal executive office of the Issuer is located at Tower 2, Area D, Diantong Square, No. 7 Jiuxianqiao North Road, Chaoyang District, Beijing 100015, People’s Republic of China.

The ADSs are listed on the New York Stock Exchange under the symbol “LITB”.

Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Statement.

Item 4. Purpose of Transaction.

Pursuant to a duly constituted meeting of the Board of the Issuer on June 27, 2018, Mr. Alan Guo Quji voluntarily resigned as Chief Executive Officer and Chairman of the Issuer due to personal reasons, pending continuing service as interim Chief Executive Officer during a transition period. Mr. Guo remains a member of the Board. Mr. Zhi Yan was appointed Chairman. The Board also approved the deed of acting-in-concert (“Deed of Acting-in-Concert”) between E-Commerce and Aogang International (Hong Kong) Corporation Limited (“Aokang”), and the voting agreement between E-Commerce and Wincore Holdings Limited. In addition, the size of the Board was increased, and Mr. Qi Zhiping was appointed as a new director.

Item 5. Interest in Securities of the Issuer.

By virtue of the Deed of Acting-in-Concert between E-Commerce and Aokang, described in greater detail under Item 6 below, pursuant to which Aokang will vote (and cause the director appointed by it to vote) in accordance with the instructions of E-Commerce on matters that require approval by the shareholders or the Board of Directors, and both parties agree not to dispose of their holdings in the Issuer without the consent of the other, E-Commerce and Aokang may be deemed to be a member of a “group” with each other, and E-Commerce may be deemed to have indirect voting power and dispositive power over Aokang’s 24,553,810 shares.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On June 28, 2018, E-Commerce and Aokang entered into the Deed of Acting-in-Concert. Pursuant to the Deed of Acting-in-Concert, Aokang will vote (and cause the director appointed by it to vote) in accordance with the instructions of E-Commerce in relation to any matters that require the approval by the shareholders or the board of directors of the Issuer. Furthermore, pursuant to the Deed of Acting-in-Concert, without prior written consent of the other party, E-Commerce and Aokang shall not purchase, sell, transfer or otherwise dispose any equity securities of the Issuer. The term of the Deed of Acting-in-Concert is three years from the date of execution unless earlier terminated pursuant to the terms thereof. A copy of the Deed of Acting-in-Concert is filed as Exhibit 1 hereto and the foregoing description is qualified in its entirety to such exhibit.

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CUSIP No.   53225G102 13D

Item 7.  Material to be Filed as Exhibits.

Exhibit Number	Description
1	English Translation of Deed of Acting-in-Concert dated June 28, 2018 between Zall Cross-border E-Commerce Investment Company Limited and Aogang International (Hong Kong) Corporation Limited.

8

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment No. 2 is true, complete and correct.

Dated: July 6, 2018

AOGANG INTERNATIONAL (HONG KONG) CORPORATION LIMITED
By:	/s/ Zhentao Wang
Name:	Zhentao Wang
Title:	Director
ZHEJIANG AOKANG SHOES CO., LTD.
By:	/s/ Zhentao Wang
Name:	Zhentao Wang
Title:	Chairman of the Board
AOKANG INVESTMENT HOLDINGS CO., LTD.
By:	/s/ Zhentao Wang
Name:	Zhentao Wang
Title:	Chairman of the Board
ZHENTAO WANG
By:	/s/ Zhentao Wang
JINQUAN WANG
By:	/s/ Jinquan Wang

EX-1

Exhibit 1

DEED OF ACTING-IN-CONCERT

This Deed of Acting-in-Concert (the “Deed”) is made and entered into as of June 28, 2018 by and between the following parties:

Party A: ZALL CROSS-BORDER E-COMMERCE INVESTMENT COMPANY LIMITED, a limited liability company duly incorporated and validly existing under the laws of British Virgin Islands.

Party B: AOGANG International (Hong Kong) Corporation Limited, a limited liability company duly incorporated and validly existing under the laws of Hong Kong.

Each of the parties listed above referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, LIGHTINTHEBOX HOLDING CO., LTD., is a company duly incorporated and validly existing under the laws of Cayman Islands, listed on the New York Stock Exchange (the “Listed Company”).

WHEREAS, Party A and Party B are shareholders of the Listed Company, directly or indirectly holding 34.4% and 18.1% shares in the capital of the Listed Company, respectively. The Parties will maintain concerted actions in the management, operation, shareholders decision-making and directors decision-making of the Listed Company. The Parties hereby agree to, by signing this Deed, make a written confirmation and further agreement on their acting-in-concert relationship.

NOW, THEREFORE, the Parties agree, from the date hereof, the following arrangements of equity interests of the Listed Company, directly or indirectly owned by each Party respectively.

1.As for the equity interest, together with voting rights attached thereto, of the Listed Company directly or indirectly held by the Parties, Party B shall actively and consistently act in concert with Party A in relation to the following matters: all significant matters concerning the Listed Company, and matters that require the decisions of the shareholders of the Listed Company pursuant to applicable laws and/or memorandum and articles of the Listed Company, including but not limited to amendment of memorandum and articles and appointment of auditors, etc.

2.When exercising shareholder’s voting rights on any shareholders meeting of the Listed Company, Party B shall consistently follow Party A and make resolution and/or vote in the same manner with Party A.

3.In the event that the Listed Company holds any board meeting approving any matters, including but not limited to approval of the business plans and investment plans of the Listed Company, appointment or removal of the company’s CEO and decision of CEO’s remuneration, establishment of the company’s basic management system, etc., Party B shall consistently (subject to his/her fiduciary duties) procure the directors it designated and appointed to follow the directors designated and appointed by Party A and make resolution and/or vote in the same manner with the directors appointed by Party A.

4.During the effective period of this Deed, the Parties agree and undertake that, without prior written consent of the other Party, it shall not purchase, sell, transfer or otherwise dispose any equity it directly or indirectly owns in the Listed Company.

5.The term of this Deed shall be three (3) years from the date hereof, unless:

(a)       this Deed is terminated through written agreement of the Parties; or

(b)       there is an order made by the court or resolution adopted by the shareholders to wind up or liquidate the Listed Company.

6.This Deed shall be governed by and construed exclusively in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws thereof. The Parties irrevocably submit to the jurisdiction of the courts of the State of New York. Each of the Parties hereby irrevocably waives any right it have or may have to a jury trial of any suit, action or proceeding arising out of this Deed or the transactions relating to its subject matter.

2

IN WITNESS WHEREOF this Deed has been executed by the party hereto and is intended to be and hereby delivered on the day and year first above written.

EXECUTED as a deed by		)	/s/ Yan Zhi
		)	Duly Authorised Signatory
ZALL CROSS-BORDER E-COMMERCE INVESTMENT COMPANY LIMITED		)
		)	Name:	Yan Zhi
		)
Witness:	/s/ Zhao Kai	)	Title:	Director

Signature Page to Deed of Acting-In-Concert

IN WITNESS WHEREOF this Deed has been executed by the party hereto and is intended to be and hereby delivered on the day and year first above written.

EXECUTED as a deed by		)	/s/ Zhentao Wang
		)	Duly Authorised Signatory
AOGANG International (Hong Kong) Corporation Limited)		)
		)	Name:	Zhentao Wang
		)
Witness:	/s/ Zhao Kai	)	Title:	Director

Signature Page to Deed of Acting-In-Concert