| 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)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Vinci Compass Investments Ltd. [ VINP ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 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) |
| Class A Common Shares | 1,289,887 | I | By: Pico da Neblina Ltd |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 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 | ||||
| Restricted Stock Units (RSU) | (1) | (1) | Class A Shares | 32,704 | (2) | D | |
| Restricted Stock Units (RSU) | (3) | (3) | Class A Shares | 24,059 | (2) | D | |
| Employee Stock Option (right to buy) | (4) | (5) | Class A Shares | 20,243 | $9.74 | D | |
| Employee Stock Option (right to buy) | (6) | (5) | Class A Shares | 36,010 | $9.74 | D | |
| Employee Stock Option (right to buy) | (7) | (5) | Class A Shares | 58,165 | $9.21 | D | |
| Employee Stock Option (right to buy) | (8) | (5) | Class A Shares | 93,775 | $11.9 | D | |
| Employee Stock Option (right to buy) | (9) | (5) | Class A Shares | 57,533 | $13.13 | D | |
| Explanation of Responses: |
| 1. The RSUs vest in three installments, with 6,541 vesting on May 10, 2026, 9,811 vesting on May 10, 2027 and 16,352 vesting on May 10, 2028, subject in each case to the Reporting Person's continuous employment through the applicable vesting date. |
| 2. Each RSU represents a contingent right to receive 1 of the issuer's Class A Shares upon settlement. |
| 3. The RSUs vest on January 15, 2029, subject to the Reporting Person's continued employment through such date. |
| 4. The option becomes fully vested and exercisable on January 16, 2027, subject to the Reporting Person's continued employment through such vesting date. |
| 5. The Reporting Person has one year from the vesting date of the option to exercise the applicable option. |
| 6. The option became vested and exercisable as to 7,202 Class A Shares on January 31, 2026 and will become vested and exercisable as to 7,202 Class A Shares on each of January 31, 2027, January 31, 2028, January 31, 2029 and January 31, 2030, in each case subject to the Reporting Person's continued employment through such vesting date. |
| 7. The option becomes fully vested and exercisable on January 16, 2028, subject to the Reporting Person's continued employment through such vesting date. |
| 8. The option will become vested and exercisable on January 16, 2028, subject to the Reporting Person's continued employment through such vesting date. |
| 9. The option will become vested and exercisable on January 15, 2029, subject to the Reporting Person's continued employment through such vesting date. |
| Remarks: |
| Exhibit List - Exhibit 24.1 - Power of Attorney |
| /s/ Julya Sotto Mayor Wellisch, attorney-in-fact for Bruno Augusto Sacchi Zaremba | 03/18/2026 | |
| ** 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. | ||
| * Form 3: SEC 1473 (03-26) | ||