4//SEC Filing
Tolda Stelleo 4
Accession 0001999371-25-020133
CIK 0001099590other
Filed
Dec 10, 7:00 PM ET
Accepted
Dec 11, 6:23 PM ET
Size
12.3 KB
Accession
0001999371-25-020133
Insider Transaction Report
Form 4
MERCADOLIBRE INCMELI
Tolda Stelleo
Executive VP and COO
Transactions
- Sale
Common Stock
2025-12-09$2047.88/sh−246$503,778→ 0 total(indirect: By Didomi Fund)
Holdings
- 2,029
Common Stock
- 75,840(indirect: By Tool, Ltd.)
Common Stock
- 20,000(indirect: By Tool, Ltd.)
Variable Forward Contract (oblig. to sell variable amount)
From: 2027-08-20Exp: 2027-08-20→ Common Stock (20,000 underlying) - 64
Restricted Stock Units
Exercise: $0.00→ Common Stock (64 underlying)
Footnotes (5)
- [F1]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, 2025, subject to the Reporting Person's continued compliance with the terms of the Restricted Stock grant agreement.
- [F2]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 capprice 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:
- [F3](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).
- [F4]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.
- [F5]100% of restricted stock units vest upon the 2026 annual shareholders' meeting of the Company, the date of which has not yet been determined.
Issuer
MERCADOLIBRE INC
CIK 0001099590
Entity typeother
Related Parties
1- filerCIK 0001409289
Filing Metadata
- Form type
- 4
- Filed
- Dec 10, 7:00 PM ET
- Accepted
- Dec 11, 6:23 PM ET
- Size
- 12.3 KB