Sec Form 4/A Filing - XP Inc. @ XPAC Acquisition Corp. - 2023-07-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
XP Inc.
2. Issuer Name and Ticker or Trading Symbol
XPAC Acquisition Corp. [ ZLS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Owner
(Last) (First) (Middle)
55 WEST 46TH STREET, 30TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/27/2023
(Street)
NEW YORK,, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
08/05/2021
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
Class A ordinary shares 07/27/2023 J( 1 ) 1,222,500 D 0 I By Trend XPAC Fundo de Acoes Investimento no Exterior
Class A ordinary shares 07/27/2023 J( 1 ) 886,755 D 0 I By Brazil International Fund SPC - Class of Shares International Fund XP Long Biased
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
XP Inc.
55 WEST 46TH STREET, 30TH FLOOR
NEW YORK,, NY10036
Former 10% Owner
Signatures
/s/ Fabricio Cunha de Almeida, as General Counsel and Director 07/27/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 27, 2023, the issuer's name was changed from XPAC Acquisition Corp. to Zalatoris II Acquisition Corp. Reflects the exercise of redemption rights to redeem for cash the issuer's Class A ordinary shares, par value $0.0001 per share ("Class A ordinary shares"), which redemption rights were exercisable in connection with certain amendments to the memorandum and articles of association of the issuer that were approved at the extraordinary general meeting of the shareholders of the issuer held on July 27, 2023.
( 2 )The cash redemption amount per Class A ordinary share to be received by the beneficial owner is equal to approximately $10.41 per Class A ordinary share.

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