Stelleo Tolda - Sep 12, 2024 Form 3 Insider Report for MERCADOLIBRE INC (MELI)

Role
Director
Signature
/s/ Jacobo Cohen Imach (Attorney-in-fact)
Stock symbol
MELI
Transactions as of
Sep 12, 2024
Transactions value $
$0
Form type
3
Date filed
9/16/2024, 05:14 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding MELI Common Stock 3.03K Sep 12, 2024 Direct F1
holding MELI Common Stock 75.1K Sep 12, 2024 By Tool, Ltd.

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding MELI Variable Forward Contract (oblig. to sell variable amount) Sep 12, 2024 Common Stock 20K By Tool, Ltd. F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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)
F3 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)
F4 (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