Sec Form 3 Filing - Tolda Stelleo @ MERCADOLIBRE INC - 2024-09-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Tolda Stelleo
2. Issuer Name and Ticker or Trading Symbol
MERCADOLIBRE INC [ MELI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
DR. LUIS BONAVITA 1294, OF. 1733, TORRE II
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2024
(Street)
MONTEVIDEO, X311300
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 3,031 ( 1 ) D
Common Stock 75,076 I By Tool, Ltd.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) 08/20/2026 08/20/2026 Common Stock 20,000 I By Tool, Ltd.
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tolda Stelleo
DR. LUIS BONAVITA 1294
OF. 1733, TORRE II
MONTEVIDEO, X311300
X
Signatures
/s/ Jacobo Cohen Imach (Attorney-in-fact) 09/16/2024
Signature of Reporting Person Date
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

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