New insider Tolda Stelleo claimed ownership of 78,107 shares (SEC Form 3)
$MELI
Business Services
Consumer Discretionary
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/12/2024 |
3. Issuer Name and Ticker or Trading Symbol
MERCADOLIBRE INC [ MELI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 3,031(1) | D | |
| Common Stock | 75,076 | I | By Tool, Ltd. |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Variable Forward Contract (oblig. to sell variable amount) | 08/20/2026 | 08/20/2026 | Common Stock | 20,000 | (2)(3)(4) | I | By Tool, Ltd. |
| Explanation of Responses: |
| 1. Such shares of common stock are subject to forfeiture and transfer restrictions (the "Restricted Stock"). The Restricted Stock will vest in three substantially equal installments on each of the next three anniversaries of the grant date, April 8, 2022, subject to the Reporting Person's continued compliance with the terms of the Restricted Stock grant agreement. |
| 2. On August 21, 2024, the Reporting Person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer (the "counterparty") relating to a maximum of 20,000 shares of MercadoLibre, Inc.'s common stock (the "Number of Shares"). The forward floor price and the forward cap price were determined based on the volume weighted average price at which the counterparty established its initial hedge, which was completed on August 20, 2024, and are, respectively, $1,813.6572 and $2,265.0564. The contract obligates the Reporting Person to deliver to the buyer up to 20,000 shares of MercadoLibre, Inc. common stock (or, at the Reporting Person's election, an equivalent amount of cash as described below) following the maturity date of the contract, which is August 20, 2026. In exchange for assuming this obligation, the Reporting Person received a cash payment of $33,479,211.08 following entry into the contract. (Continues on footnote no.3) |
| 3. The Reporting Person pledged 20,000 shares of MercadoLibre, Inc. common stock to secure his obligations under the contract, and retained dividend and voting rights in such shares during the term of the pledge, subject to the counterparty's exercise of default remedies. The number of shares to be delivered by the Reporting Person on the settlement date will depend upon the relationship between the volume-weighted average price of the common stock on the maturity date (the "settlement price"), and the forward floor price and the forward cap price, as follows: (continues on footnote no. 4) |
| 4. (i) if the settlement price is less than or equal to the forward floor price, the Reporting Person will deliver the Number of Shares; (ii) if the settlement price is greater than the forward floor price but less than or equal to the forward cap price, the Reporting Person will deliver a number of shares equal to the Number of Shares multiplied by the forward floor price divided by the settlement price; and (iii) if the settlement price is greater than the forward cap price, the Reporting Person will deliver a number of shares equal to the Number of Shares multiplied by (x) the sum of the forward floor price and the settlement price minus the forward cap price, divided by (y) the settlement price (or, in each case, if the contract is settled in cash, the Reporting Person will deliver an amount of cash with a value equal to the number of shares to be delivered, calculated based on the settlement price of the shares). |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Jacobo Cohen Imach (Attorney-in-fact) | 09/16/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||