SEC Form SC 13G/A filed by MercadoLibre Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934 (Amendment No. 5)*

MERCADOLIBRE, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share (Title of Class of Securities)

587733R102

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* 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).

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 control number.

Explanatory Note

This Amendment No. 5 to Schedule 13G (the “Schedule 13G”) amends and updates the statements on Schedule 13G filed with the Securities and Exchange Commission on December 14, 2012, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on February 2, 2016, as further amended by Amendment No. 2 filed with the Securities and Exchange Commission on February 14, 2017, as further amended by Amendment No. 3 filed with the Securities and Exchange Commission on February 3, 2021, and further amended by Amendment No. 4 filed with the Securities and Exchange Commission on May 4, 2022. This Amendment No. 5 is being filed jointly by the Galperin Trust (the “Trust”), Meliga No. 1 LP (“Meliga LP”) and Volorama Stichting (each a “Reporting Person”) relating to each Reporting Person’s beneficial ownership of shares of common stock, $0.001 par value (the “Common Stock”), of MercadoLibre, Inc., a Delaware corporation (the “Issuer”), resulting from gifts of an aggregate of 4,253,225 shares of Common Stock by Marcos Galperin and his spouse (collectively, the “Settlors”) in connection with estate planning transactions. On August 5, 2016, Meliga LP sold 253,225 shares of Common Stock, which subsequently left the Reporting Persons collectively owning an aggregate of 4,000,000 shares of Common Stock. Upon receiving all requisite approvals, on December 9, 2020, Meliga LP sold 100,000 shares of Common Stock and between May 19, 2022 and June 29, 2022, Meliga LP sold an additional 100,000 shares of Common Stock. Following this sale, the Reporting Persons collectively own an aggregate of 3,800,000 shares of Common Stock (the “Shares”).

The Trust is an irrevocable trust formed under New Zealand law by the Settlors that was established for the benefit of Mr. Galperin’s children and parents and certain charitable organizations. Intertrust Suisse Trustee GMBH acted as the independent trustee of the Trust until December 19, 2022. As of December 19, 2022, Corpag Services (Switzerland) S.A. (the “Trustee”) acts as the independent trustee of the Trust. In connection with the estate planning transactions referenced above, the Settlors gifted 10,000 shares of Common Stock to the Trust on July 9, 2012, 3,786,563 shares of Common Stock to the Trust on December 12, 2012 and 456,662 shares of Common Stock to the Trust on February 20, 2015. After obtaining the requisite approvals described in Amendment No. 2 to Schedule 13G, on August 5, 2016, Meliga LP sold 253,225 shares of Common Stock. After obtaining the requisite approvals described in (i) Amendment No. 3 to Schedule 13G, on December 9, 2020, Meliga LP sold 100,000 shares of Common Stock and (ii) Amendment No. 4 to Schedule 13G, between May 19, 2022 and June 29, 2022, Meliga LP sold an additional 100,000 shares of Common Stock. As part of the estate planning transactions, the Trust concurrently transferred 4,253,225 shares of Common Stock to Meliga LP, a New Zealand limited partnership in which the Trust owns an approximately 99.999% limited partnership interest. Volorama Stichting, a Dutch foundation based in Amsterdam, The Netherlands, serves as the general partner (the “General Partner”) of Meliga LP. Pursuant to the limited partnership agreement of Meliga LP, the Shares may not be voted or disposed of without the approval of the Trust (as limited partner) and the General Partner. In addition, pursuant to the settlement deed of the Trust, the Trustee is required to obtain the majority approval of a protective committee comprised of three individuals prior to taking any action with respect to voting or disposing of any of the Shares.

Item 1(a). Name of Issuer:

MercadoLibre, Inc., a Delaware corporation

Item 1(b). Address of Issuer’s Principal Executive Offices:

WTC Free Zone

Dr. Luis Bonavita 1294, Of. 1733, Tower II

Montevideo, Uruguay, 11300

Item 2(a). Name of Persons Filing:

Galperin Trust;

Meliga No. 1 LP; and

Volorama Stichting.

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the reporting persons is as follows:

Galperin Trust

c/o Corpag Services (Switzerland) S.A., as Trustee

Rue du Rhône 118, 1204

Geneva, Switzerland 

Meliga No. 1 LP

C/o Volorama Stichting,

Zuidplein 116, Tower H,

14th floor, 1077 XV

Amsterdam, The Netherlands

Volorama Stichting

Zuidplein 116, Tower H,

14th floor, 1077 XV

Amsterdam, The Netherlands

Item 2(c). Citizenship:

Galperin Trust is a trust formed under the laws of New Zealand.

Meliga No. 1 LP is a partnership formed under the laws of New Zealand.

Volorama Stichting is a foundation with a seat at Amsterdam, The Netherlands.

Item 2(d). Title of Class of Securities:

Common stock, $0.001 par value per share

Item 2(e). CUSIP Number:

587733R102

Galperin Trust:

Meliga No. 1 LP:

Volorama Stichting:

*The percentage of class has been calculated based upon 50,294,893 shares of the Issuer’s Common Stock outstanding as of November 3, 2022, based on the Issuer’s Quarterly Report on Form 10-Q filed by the Issuer on November 4, 2022.

Meliga LP holds directly 3,800,000 shares of Common Stock, representing approximately 7.56% of the outstanding Common Stock of the Issuer.

The Galperin Trust, which owns approximately 99.999% of the limited partnership interests of Meliga LP, shares the power to direct the voting and disposition of the assets of Meliga LP, including the Shares, and as such, may be regarded as a beneficial owner of Common Stock owned beneficially or of record by Meliga LP. Pursuant to the limited partnership agreement of Meliga LP, the Shares may not be voted or disposed of without the approval of the Trust (as limited partner) and the General Partner. In addition, pursuant to the settlement deed of the Trust, the Trustee is required to obtain the majority approval of a protective committee comprised of three individuals prior to taking any action with respect to voting or disposing of any of the Shares.

Volorama Stichting, which owns approximately 0.001% of Meliga LP and serves as its General Partner, shares the power to direct the voting and disposition of the assets of Meliga LP, including the Shares, and as such, may be regarded as a beneficial owner of Common Stock owned beneficially or of record by Meliga LP.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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, other than activities solely in connection with a nomination under

§240.14a-11.

MATERIAL TO BE FILED AS EXHIBITS

The following item is filed as an exhibit hereto:

Exhibit 99.1:  Joint Filing Agreement

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.