| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MERCADOLIBRE INC [ MELI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/22/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 2,029(1) | D | ||||||||
| Common Stock | 75,840 | I | By Tool, Ltd. | |||||||
| Common Stock | 246 | I | By Didomi Fund | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Variable Forward Contract (oblig. to sell variable amount) | (2)(3)(4) | 08/22/2025 | J/K(2)(3)(4) | 20,000 | 08/20/2026 | 08/20/2026 | Common Stock | 20,000 | (2)(3)(4) | 0 | I | By Tool, Ltd. | |||
| Variable Forward Contract (oblig. to sell variable amount) | (2)(3)(4) | 08/22/2025 | J/K(2)(3)(4) | 20,000 | 08/20/2027 | 08/20/2027 | Common Stock | 20,000 | (2)(3)(4) | 20,000 | I | By Tool, Ltd. | |||
| Restricted Stock Units | $0 | (5) | (5) | Common Stock | 64 | 64 | D | ||||||||
| Explanation of Responses: |
| 1. Represents 8 shares of common stock and 2,021 shares of common stock subject to forfeiture and transfer restrictions (the "Restricted Stock"). The Restricted Stock will vest in two substantially equal installments on each of the next two 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. As previously reported, the Reporting Person entered into a prepaid variable forward sale contract (the "Prior Contract") on June 5, 2023, with an unaffiliated third party buyer (the "Counterparty") relating to a maximum of 20,000 shares of common stock (the "Number of Shares") of MercadoLibre, Inc. (the "Company"). On August 22, 2025, the Reporting Person and the Counterparty amended the Prior Contract (the "Amended Contract"), which extended the maturity date of the Prior Contract from May 20, 2026 to August 20, 2027. The Amended Contract also adjusted the forward floor price and the forward cap price from $1,813.6572 and $2,265.0564, respectively, to $2,322.3910 and $2,693.9736, respectively. 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: |
| 3. (Continued from Footnote 2) (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). |
| 4. (Continued from Footnote 3) At the time of entering into the Prior Contract, the Reporting Person received a cash payment of $33,479,211.08. In connection with the Amended Contract, the Reporting Person paid $879,826.30 to the Counterparty. The Reporting Person has pledged 20,000 shares of Common Stock to secure his obligations under the Amended Contract but retained dividend and voting rights in such pledged shares during the term of the Amended Contract. |
| 5. 100% of restricted stock units vest upon the 2026 annual shareholders' meeting of the Company, the date of which has not yet been determined. |
| Remarks: |
| The Power of Attorney for Mr. Tolda is filed as an exhibit to the Form 3 filed by Mr. Tolda with the Securities and Exchange Commission on September 16, 2024, which is hereby incorporated by reference. |
| /s/ Jacobo Cohen Imach (Attorney-in-fact) | 08/26/2025 | |
| ** 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 4 (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. | ||