-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VG2k1yJkbsf/XprfIHiKjpTCtL+y94FUs0RT69JHBYvKFIS+WprPI4WsYaC9mDl6 JoW8EK1CNYcvqQWdAefPAg== 0000950142-07-002009.txt : 20070820 0000950142-07-002009.hdr.sgml : 20070820 20070820165752 ACCESSION NUMBER: 0000950142-07-002009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070820 DATE AS OF CHANGE: 20070820 GROUP MEMBERS: GAP COINVESTMENTS CDA, L.P. GROUP MEMBERS: GAP COINVESTMENTS III, LLC GROUP MEMBERS: GAP COINVESTMENTS IV, LLC GROUP MEMBERS: GAPCO GMBH & CO. KG GROUP MEMBERS: GAPCO MANAGEMENT GMBH GROUP MEMBERS: GAPSTAR, LLC GROUP MEMBERS: GENERAL ATLANTIC LLC GROUP MEMBERS: GENERAL ATLANTIC PARTNERS 84, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERCADOLIBRE INC CENTRAL INDEX KEY: 0001099590 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83075 FILM NUMBER: 071068474 BUSINESS ADDRESS: STREET 1: 4890 SUBSUELO 1430 BUENOS AIRES CITY: BUENOS AIRES ARGENTINA STATE: C1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC LLC CENTRAL INDEX KEY: 0001017645 IRS NUMBER: 133503735 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 SC 13D 1 sc13d_mercado.txt SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No._) MERCADOLIBRE, INC. (Name of Issuer) s COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 58733R102 (CUSIP Number) THOMAS J. MURPHY C/O GENERAL ATLANTIC SERVICE COMPANY, LLC 3 PICKWICK PLAZA GREENWICH, CONNECTICUT 06830 TEL. NO.: (203) 629-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) _______________________ AUGUST 15, 2007 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). ================================================================================ - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 2 of 20 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 3,936,140 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,936,140 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,936,140 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.90% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 3 of 20 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 84, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 3,936,140 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,936,140 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,936,140 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.90% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 4 of 20 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestments III, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 3,936,140 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,936,140 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,936,140 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.90% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 5 of 20 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestments IV, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 3,936,140 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,936,140 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,936,140 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.90% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 6 of 20 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GapStar, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 3,936,140 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,936,140 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,936,140 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.90% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 7 of 20 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestments CDA, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 3,936,140 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,936,140 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,936,140 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.90% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 8 of 20 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAPCO GmbH & Co. KG - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 3,936,140 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,936,140 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,936,140 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.90% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 9 of 20 - --------------------------- --------------------------- - -------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAPCO Management GmbH - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF SHARES 3,936,140 BENEFICIALLY OWNED ------------------------------------------------ BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 3,936,140 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,936,140 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.90% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 10 of 20 - --------------------------- --------------------------- ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the Common Stock, par value $0.001 per share (the "Common Stock"), of MercadoLibre, Inc., a Delaware corporation (the "Company"). The address of the principal executive office of the Company is Tronador 4890, 8th Floor, Buenos Aires, C1430DNN, Argentina. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The members of the group are General Atlantic LLC, a Delaware limited liability company ("GA"), General Atlantic Partners 84, L.P., a Delaware limited partnership ("GAP 84"), GapStar, LLC, a Delaware limited liability company ("GapStar"), GAP Coinvestments III, LLC, a Delaware limited liability company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware limited liability company ("GAPCO IV"), GAP Coinvestments CDA, L.P., a Delaware limited partnership ("CDA"), GAPCO GmbH & Co. KG, a German limited partnership ("KG"), and GAPCO Management GmbH, a German corporation ("GmbH Management" and, collectively with GA, GAP 84, GapStar, GAPCO III, GAPCO IV, CDA and KG, the "Reporting Persons"). The Reporting Persons (other than KG and GmbH Management) are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. KG and GmbH Management are located at c/o General Atlantic GmbH, Koenigsallee 62, 40212 Duesseldorf, Germany. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 11 of 20 - --------------------------- --------------------------- GA is the general partner of each of GAP 84 and CDA. GA is also the sole member of GapStar. GmbH Management is the general partner of KG. The Managing Directors of GA are Steven A. Denning (Chairman), William E. Ford (Chief Executive Officer), Ray Bingham, Peter L. Bloom, Mark F. Dzialga, Klaus Esser, Vince Feng, William O. Grabe, Abhay Havaldar, David C. Hodgson, Rene M. Kern, Jonathan Korngold, Christopher Lanning, Anton Levy, Marc F. McMorris, Thomas J. Murphy, Matthew Nimetz, Drew Pearson, David A. Rosenstein, Franchon M. Smithson, Tom C. Tinsley, Philip P. Trahanas and Florian P. Wendelstadt (collectively, the "GA Managing Directors"). The managing members of GAPCO III and GAPCO IV are GA Managing Directors. The business address of each of the GA Managing Directors (other than Messrs. Esser, Feng, Havaldar, Bingham, McMorris, Tinsley and Wendelstadt) is 3 Pickwick Plaza, Greenwich, Connecticut 06830. The business address of Mr. Esser is Koenigsallee 62, 40212, Duesseldorf, Germany. The business address of Mr. Feng is 18/F One International Finance Centre, 1 Harbour View Street, Central, Hong Kong. The business address of Mr. Havaldar is 151-152, 15th Floor, Maker Chamber VI, 220 Nariman Point, Mumbai 400 021, India. The business address of Messrs. Bingham and McMorris is 228 Hamilton Avenue, Palo Alto, California 94301. The business address of Mr. Tinsley is 2401 Pennsylvania Avenue N.W., Washington D.C. 20037. The business address of Mr. Wendelstadt is 83 Pall Mall, Fourth Floor, London SW1Y 5ES, United Kingdom. Each of the GA Managing Directors, other than Messrs. Esser, Havaldar, Kern and Wendelstadt, is a citizen of the United States. Messrs. Esser, Kern and Wendelstadt are citizens of Germany; Mr. Feng is a citizen of the United States and Taiwan; and Mr. Havaldar is a citizen of India. The present principal occupation or employment of each of the GA Managing Directors is as a Managing Director of GA. - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 12 of 20 - --------------------------- --------------------------- None of the Reporting Persons and none of the individuals listed above has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On August 15, 2007 (the "Closing Date"), GAP 84, GAPCO III, GAPCO IV, GapStar, CDA and KG (the "GA Purchasers") purchased an aggregate of 3,000,000 shares of Common Stock, par value $0.001 per share, of the Company (the "Common Stock") in the Company's initial public offering for an aggregate purchase price of $54,000,000. Also on August 15, 2007, the GA Purchasers purchased an aggregate of 936,140 shares of Common Stock from Alsen Investment Partners, Ltd., a British Virgin Islands business company ("Alsen"), in a private placement, pursuant to a Stock Purchase Agreement, dated as of August 12, 2007 (the "Stock Purchase Agreement"), by and among the GA Purchasers and Alsen, for an aggregate purchase price of $16,850,520. The funds to purchase the shares of Common Stock were obtained from contributions from partners of GAP 84, CDA and KG, the members of GAPCO III and GAPCO IV and the available capital of GapStar. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons acquired beneficial ownership of the shares of Preferred Stock described in this Schedule 13D for investment purposes. The Reporting Persons may, from time to time, make additional purchases of Common Stock either in the open market or in private transactions, - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 13 of 20 - --------------------------- --------------------------- depending upon the Reporting Persons' evaluation of the Company's business, prospects and financial condition, the market for the Common Stock, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide to hold or dispose of all or part of their investment in the Common Stock. As the Company disclosed in its Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on August 7, 2007, the Company and the Reporting Persons have had discussions regarding the Reporting Person's interest in submitting to the Company's nominating and corporate governance committee a director nominee to be considered for appointment by the Company's board of directors after the completion of the Company's initial public offering. None of the Reporting Persons has any other plans which relate to or would result in any of the items listed in paragraphs (a) through (j) of Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the date hereof, GA, GAP 84, GapStar, GAPCO III, GAPCO IV, CDA, KG and GmbH Management each own of record no shares of Common Stock, 3,631,148 shares of Common Stock, 47,049 shares of Common Stock, 202,785 shares of Common Stock, 42,581 shares of Common Stock, 3,920 shares of Common Stock, 8,657 shares of Common Stock, and no shares of Common Stock, respectively, representing 0.0%, 8.2%, 0.1%, 0.5%, 0.1%, 0.0%, 0.0% and 0.0%, respectively, of the Company's issued and outstanding shares of Common Stock. By virtue of the fact that (i) GA is the general partner of each of GAP 84 and CDA, (ii) the managing members authorized and empowered to vote and dispose of the securities held by GAPCO III and GAPCO IV are GA Managing Directors, (iii) GA is the sole member of GapStar and (iv) the GA - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 14 of 20 - --------------------------- --------------------------- Managing Directors are authorized and empowered to vote and dispose of the securities held by KG and GmbH Management, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock, which each owns of record. As of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 3,936,140 shares of Common Stock (calculated on the basis of the number of shares of Common Stock which may be acquired by the Reporting Persons within 60 days), or 8.90% of the Company's issued and outstanding shares of Common Stock. (b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 3,936,140 shares of Common Stock that may be deemed to be owned beneficially by each of them. (c) Please see Item 3, which is hereby incorporated by reference. Except as set forth in Item 3 or otherwise herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock or Preferred Stock during the past 60 days. (d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO THE ISSUER. As noted above, the GA Managing Directors are authorized and empowered to vote and dispose of the securities held by GAPCO III and GAPCO IV, and GA is authorized and empowered to vote and dispose of the securities held by GAP 84, GapStar and CDA. The GA Managing Directors are also authorized and - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 15 of 20 - --------------------------- --------------------------- empowered to vote and dispose of securities held by KG and GmbH management. Accordingly, GA and the GA Managing Directors may, from time to time, consult among themselves and coordinate the voting and disposition of the shares of Common Stock held by the Reporting Persons, as well as such other action taken on behalf of the Reporting Persons with respect to the shares of Common Stock held by the Reporting Persons as they deem to be in the collective interest of the Reporting Persons. As described in Item 3 above, pursuant to the terms of the Stock Purchase Agreement, the GA Purchasers purchased an aggregate of 936,140 shares of Common Stock. The Company and the GA Purchasers entered into a Lock-Up Agreement, dated as of August 9, 2007 (the "Lock-Up Agreement"), pursuant to which the GA Purchasers agreed not to transfer or dispose of, directly or indirectly, any of their shares of the Company's Common Stock or securities convertible into or exchangeable for the Company's capital stock without the Company's consent for 540 days from August 9, 2007, the date of the Company's final prospectus. The foregoing summaries of the Stock Purchase Agreement and the Lock Up Agreement are qualified in their entirety by reference to Exhibits 2 and 3, which are incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 16 of 20 - --------------------------- --------------------------- Exhibit 2: Stock Purchase Agreement, dated as of August 12, 2007, by and among MercadoLibre, Inc., General Atlantic Partners 84, L.P., GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC, GapStar, LLC and GAPCO GmbH & Co. KG. Exhibit 3: Lock Up Agreement, dated as of August 9, 2007, by and among MercadoLibre, Inc., General Atlantic Partners 84, L.P., GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC, GapStar, LLC and GAPCO GmbH & Co. KG. - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 17 of 20 - --------------------------- --------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 20, 2007. GENERAL ATLANTIC LLC By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Director GENERAL ATLANTIC PARTNERS 84, L.P. By: General Atlantic LLC, Its general partner By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Director GAP COINVESTMENTS III, LLC By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Member GAP COINVESTMENTS IV, LLC By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Member - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 18 of 20 - --------------------------- --------------------------- GAPSTAR, LLC By: General Atlantic LLC, Its sole member By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Director GAP Coinvestments CDA, L.P. By: General Atlantic LLC, Its general partner By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Director GAPCO GMBH & CO. KG By: GAPCO Management GmbH, Its general partner By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Director GAPCO MANAGEMENT GMBH By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Director - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 19 of 20 - --------------------------- --------------------------- EXHIBIT 1 to SCHEDULE 13D JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate. Dated: August 20, 2007 GENERAL ATLANTIC LLC By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Director GENERAL ATLANTIC PARTNERS 84, L.P. By: General Atlantic LLC, Its general partner By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Director GAP COINVESTMENTS III, LLC By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Member GAP COINVESTMENTS IV, LLC By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Member - --------------------------- --------------------------- CUSIP NO. 58733R102 Page 20 of 20 - --------------------------- --------------------------- GAPSTAR, LLC By: General Atlantic LLC, Its sole member By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Director GAP Coinvestments CDA, L.P. By: General Atlantic LLC, Its general partner By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Director GAPCO GMBH & CO. KG By: GAPCO Management GmbH, Its general partner By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Director GAPCO MANAGEMENT GMBH By: /s/ Matthew Nimetz --------------------------------- Name: Matthew Nimetz Title: Managing Director EX-99 2 ex2-sc13d_mercado.txt EXHIBIT 2 EXHIBIT 2 --------- STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT") is made as of the 12th day of August, 2007, by and among General Atlantic Partners 84, L.P., a Delaware limited partnership, GAP Coinvestments III, LLC, a Delaware limited liability company, GAP Coinvestments IV, LLC, a Delaware limited liability company, GapStar, LLC, a Delaware limited liability company, GAPCO GmbH & Co. KG, a German limited partnership, and GAP Coinvestments CDA, L.P., a Delaware limited partnership (collectively, the "PURCHASERS") on the one hand, and Alsen Investments Ltd., a British Virgin Islands business company (the "SELLER"). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of this Agreement, each of the Purchasers hereby agrees to purchase from the Seller, and the Seller hereby agrees to sell to the Purchasers, 936,140 shares (collectively, the "SHARES") of the common stock, par value $0.001 per share ("COMMON STOCK"), of MercadoLibre Inc. (the "COMPANY") with each Purchaser purchasing that number of Shares from the Seller as set forth opposite each such Purchaser's name on SCHEDULE A, in exchange for a purchase price per share of $18.00 (the "PURCHASE PRICE"). 1.1 CLOSING. The purchase and sale of the Shares shall take place at the offices of Greenberg Traurig, 401 East Las Olas Boulevard, Suite 2000, Ft. Lauderdale, FL 33301 at 10:00 A.M. New York time, concurrently with the closing of the Company's initial public offering of Common Stock (the "IPO") as contemplated by the Company's Registration Statement on Form S-1 (Registration Number 333-142880) filed with the Securities and Exchange Commission (the "COMMISSION") on May 11, 2007 (as amended through the date of Closing (as hereinafter defined), the "REGISTRATION STATEMENT"), or at such other time and place as the Seller and the Purchasers agree upon in writing (which time and place are designated as the "CLOSING"); PROVIDED, HOWEVER, that in no event shall the Closing be later than the closing of the IPO unless the Seller is unable to comply with its obligations set forth in Section 1.1(a) of this Agreement, after using commercially reasonable efforts, in which case (i) the Closing shall occur as promptly as practicable after the closing of the IPO and (ii) any such failure or inability by the Seller to comply with its obligations under Section 1.1(a) shall not be deemed to be a breach of this Agreement by Seller. At the Closing: (a) The Seller shall take all necessary action to cause the Company to deliver to each Purchaser a stock certificate registered in the name of such Purchaser representing the number of Shares being purchased by each Purchaser hereunder; and (b) The Purchasers shall pay to the Seller the aggregate Purchase Price set forth on SCHEDULE A (with each Purchaser paying the Purchase Price set forth opposite such Purchaser's name) by wire transfer of immediately available funds to the wire instructions of the Seller delivered by the Seller to the Purchasers in writing prior to the Closing. 2. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. The Seller hereby represents and warrants to the Purchasers that as of the date of this Agreement and as of the Closing: 1 2.1 OWNERSHIP OF STOCK. Except as set forth in that certain Second Amended and Restated Stockholders' Agreement dated as of September 24, 2001 by and among the Company and the stockholders named therein, which shall terminate upon the closing of the Company's IPO, the Seller owns all right, title and interest (legal and beneficial) in and to all of the shares of capital stock of the Company listed on SCHEDULE A hereto free and clear of all liens, including without limitation any lien, pledge, claim, security interest, encumbrance, mortgage, assessment, charge, restriction or limitation of any kind, whether arising by agreement, operation of law or otherwise). Upon delivery and payment for the Shares sold by the Seller, the Purchasers shall acquire valid and unencumbered title to such Shares. The Seller is not indebted to the Company and no amount is recorded on the books of the Company as being payable to the Company from the Seller. No person has any agreement, option, understanding or commitment (oral or in writing) with the Seller, or any right or privilege capable of becoming an agreement, option or commitment, for the purchase or acquisition from the Seller of any of the Shares. 2.2 NO CONTRAVENTION. The consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Seller is a party or by which the Seller is bound or to which any of the property or assets of the Seller is subject. 2.3 AUTHORIZATION; ENFORCEABILITY. The Seller has the power and authority to enter into this Agreement and this Agreement has been executed and delivered by the Seller and constitutes a legally binding obligation of the Seller, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) as rights to indemnity may be limited under federal or state securities law or principals of public policy thereunder. 2.4 CONSENTS. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any foreign, state or local governmental authority or other party on the part of the Seller is required in connection with the execution of this Agreement or the transactions contemplated hereby, except those that may be required under applicable state or federal securities laws. 2.5 RECEIPT OF INFORMATION. The Seller hereby acknowledges that it has not relied on the Purchasers in making its divestment decision to sell the Shares. 2.6 PRIVATE OFFERING. No registration of the Shares, pursuant to the provisions of the Securities Act of 1933, as amended (the "SECURITIES ACT") or any state securities or "blue sky" laws, will be required by the offer, sale or issuance of the Shares. The Seller agrees that neither it, nor anyone acting on its behalf, shall offer to sell the Shares or any other securities of the Company so as to require the registration of the Shares pursuant to the provisions of the Securities Act or any state securities or "blue sky" laws. 3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each of the Purchasers, jointly and severally, hereby represents and warrants to the Seller that as of the date of this Agreement and as of the Closing: 2 3.1 NO CONTRAVENTION. The consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which any Purchaser is a party or by which any Purchaser is bound or to which any of the property or assets of any Purchaser is subject. 3.2 AUTHORIZATION; ENFORCEABILITY. Each Purchaser has the power and authority to enter into this Agreement, and this Agreement has been executed and delivered by each Purchaser and constitutes a legally binding obligation of each Purchaser, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) as rights to indemnity may be limited under federal or state securities law or principals of public policy thereunder. 3.3 CONSENTS. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any foreign, state or local governmental authority or other party on the part of such Purchaser is required in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby, except those that may be required under applicable state or federal securities laws. 3.4 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made with such Purchaser in reliance upon the Purchaser's representation to the Seller, which by the Purchaser's execution of this Agreement such Purchaser hereby confirms, that the Shares to be received by the Purchaser will be acquired for investment for the Purchaser's own account, not as a nominee or agent, and not with a view to the distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Purchaser further represents that the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares. 3.5 INVESTMENT EXPERIENCE. Such Purchaser is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of this investment and can bear the complete loss of such investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares to be purchased hereunder. 3.6 ACCREDITED INVESTOR. Such Purchaser is an "accredited investor" within the meaning of the SEC Rule 501 of Regulation D promulgated under the Securities Act. 3.7 RESTRICTED SECURITIES. Such Purchaser understands that (i) the Shares are "restricted securities" (as defined in Rule 144(a)(3) of the Securities Act), (ii) the Shares are not registered on the date hereof and will not be registered at the time of their sale under the Securities Act for the reason that the sale provided for in this Agreement is exempt pursuant to Section 4(1) of the Securities Act and that the reliance of the Seller and the Purchasers on such exemption is predicated on the Purchasers' representations set forth herein and (iii) any subsequent transfer of the Shares by such Purchaser is subject to certain restrictions and conditions (as set forth in the legends contained on the certificates evidencing the Shares) including 3 compliance with the Securities Act. Such Purchaser agrees to the imprinting of a legend on certificates representing all of its Shares to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. 3.8 DUE DILIGENCE. Each Purchaser acknowledges that it has conducted its own investigation of the Company based on information contained in the Registration Statement and other information it has deemed necessary to make an informed decision concerning its investment in the Shares. Notwithstanding the foregoing, each Purchaser has relied solely upon its own independent investigation and due diligence and the Seller's representations contained in Section 2 in making its decision to acquire the Shares. Except for Seller's representations contained in Section 2 and as otherwise expressly provided herein, each Purchaser acknowledges and agrees that (i) no information has been supplied or made available by or on behalf of the Seller and (ii) no representations, whether written or oral, have been made by or on behalf of the Seller or its agents or representatives in order to induce such Purchaser to enter into this Agreement. 4. CONDITIONS OF PURCHASERS' OBLIGATIONS AT CLOSING. The obligations of the Purchasers under Section 1 and Section 1.1 of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions: 4.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Seller contained in Section 2 shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing. 4.2 PERFORMANCE. The Seller shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. 4.3 IPO. The Company's Registration Statement shall have been declared effective by the Commission, the Registration Statement shall remain effective, no stop order shall have been issued by the Commission against the Registration Statement and the Company shall have, concurrently with the Closing, consummated the IPO. 5. CONDITIONS OF SELLERS' AND COMPANY'S OBLIGATIONS AT CLOSING. The obligations of the Seller under Section 1 and Section 1.1 of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions: 5.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties of each of the Purchasers contained in Section 3 of this Agreement 4 shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing. 5.2 PAYMENT OF PURCHASE PRICE. The Purchasers shall have paid the aggregate Purchase Price for the Shares to be purchased by such Purchaser. 5.3 IPO. The Company's Registration Statement shall have been declared effective by the Commission, the Registration Statement shall remain effective, no stop order shall have been issued by the Commission against the Registration Statement and the Company shall have, concurrently with the Closing, consummated the IPO. 5.4 PERFORMANCE. Each Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing. 6. TERMINATION OF THE AGREEMENT. 6.1 TERMINATION. This Agreement may only be terminated prior to the Closing at any time on or prior to the Closing, by mutual written consent of the parties hereto; PROVIDED, HOWEVER, that this Agreement shall not be terminated unless the underwriting agreement entered into by the Company in connection with the IPO is terminated prior to the closing of the IPO. If this Agreement so terminates, it shall become null and void and have no further force or effect. 7. MISCELLANEOUS. 7.1 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any Shares). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 7.2 GOVERNING LAW. This Agreement shall be governed by and construed under the laws of the State of New York. 7.3 CONSENT TO JURISDICTION. Each of the parties hereto consent to be subject to the jurisdiction of the United States District Court for the Southern District of New York and in the absence of such federal jurisdiction, the parties consent to be subject to the jurisdiction of the courts of the State of New York, with respect to any claim or cause of action arising under or relating to this Agreement, and waives personal service of any and all process upon it. Each of the parties hereto hereby expressly submits to the personal jurisdiction and venue of such courts as provided above and each waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder. 7.4 COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signature pages shall be accepted as originals for all purposes hereof. 5 7.5 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 7.6 NOTICES. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) two (2) days after deposit with an internationally recognized overnight courier, specifying next or second day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on SCHEDULE B attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 7.6). 7.7 FINDER'S FEE. Each party represents that it neither is nor will be obligated for any finders' fee or commission in connection with this transaction. The Purchasers, jointly and severally, agree to indemnify and to hold harmless the Seller from any liability for any commission or compensation in the nature of a finders' fee (and the costs and expenses of defending against such liability or asserted liability) for which any Purchaser or any of its officers, employees or representatives is responsible. The Seller agrees to indemnify and hold harmless the Purchasers from any liability for any commission or compensation in the nature of a finders' fee (and the costs and expenses of defending against such liability or asserted liability) for which the Seller or any of its officers, employees or representatives is responsible. 7.8 SELLER INDEMNIFICATION. (a) Seller assumes liability for and agrees to indemnify, defend and hold harmless each Purchaser and its officers, directors, shareholders, partners, managers, members, employees, agents and affiliates (collectively, "PURCHASER INDEMNIFIED PERSONS") from and against all actual direct or indirect losses, claims, damages, liabilities, obligations, fines, penalties, judgments, settlements, costs, expenses and disbursements (including reasonable attorney's fees and expenses to the extent that reasonably detailed documentation evidencing such fees is provided in a timely manner) (collectively, "LOSSES") (i) arising solely out of or related to any breach or inaccuracy of any of its representations or warranties contained in this Agreement; or (ii) any non-fulfillment or breach of any of its covenants or agreements contained in this Agreement; PROVIDED, HOWEVER, that such Losses shall not include any special, punitive, incidental or consequential damages, or any damages in respect of loss profits or diminution in value. (b) The Seller agrees to reimburse each Purchaser Indemnified Person promptly for all Losses as they are incurred by such Purchaser Indemnified Person to the extent that such Loss must be indemnified by the Seller pursuant to Section 7.8(a). (c) All claims made by a Purchaser Indemnified Person hereunder (a "PURCHASER CLAIM") shall be made promptly (but in no event later than 7 days after the action involving such Purchaser Claim occurs) in writing in a notice (a "PURCHASER CLAIM NOTICE") sent to the Seller, stating the reasons for the claim and the amount to be indemnified against, if it may be determined or an estimation thereof (which amount shall not be conclusive of 6 the final amount of the Purchaser Claim). Absent any objection notified by the Seller to the Purchaser Indemnified Person within twenty (20) days of the receipt by it of a Purchaser Claim Notice, the related indemnification shall become due. If, on the other hand, the Seller provides notice of its objection to the Purchaser Claim Notice within such twenty (20) day period, and the dispute cannot be settled amicably, the Purchaser Claim shall be resolved by litigation in an appropriate court of competent jurisdiction. 7.9 PURCHASERS' INDEMNIFICATION. (a) Each Purchaser, jointly and severally, assumes liability for and agrees to indemnify, defend and hold harmless the Seller and its officers, directors, shareholders, partners, managers, members, employees, agents and affiliates (collectively, "SELLER INDEMNIFIED Persons") from and against all Losses (i) arising solely out of or related to any breach or inaccuracy of any of their representations or warranties contained in this Agreement; or (ii) any non-fulfillment or breach of any of their covenants or agreements contained in this Agreement; PROVIDED, HOWEVER, that such Losses shall not include any special, punitive, incidental or consequential damages, or any damages in respect of loss profits or diminution in value. (b) Each Purchaser agrees to reimburse each Seller Indemnified Person promptly for all Losses as they are incurred by such Seller Indemnified Person to the extent that such Loss must be indemnified by the Purchasers pursuant to Section 7.9(a). The obligations of each Purchaser to each Seller Indemnified Person under this section shall be separate and distinct obligations from each other Purchaser. (c) All claims made by a Seller Indemnified Person hereunder (a "SELLER CLAIM") shall be made promptly (but in no event later than 7 days after the action involving such Seller Claim occurs) in writing in a notice (a "SELLER CLAIM NOTICE") sent to the applicable Purchaser, stating the reasons for the claim and the amount to be indemnified against, if it may be determined or an estimation thereof (which amount shall not be conclusive of the final amount of the Seller Claim). Absent any objection notified by the Purchaser to the Seller Indemnified Person within twenty (20) days of the receipt by them of a Seller Claim Notice, the related indemnification shall become due. If, on the other hand, the Purchaser provides notice of its objection to the Seller Claim Notice within such twenty (20) day period, and the dispute cannot be settled amicably, the Seller Claim shall be resolved by litigation in an appropriate court of competent jurisdiction. 7.10 LIMITATION OF LIABILITY. (a) Notwithstanding any of the terms or provisions of this Agreement, the Seller's total liability for any Losses pursuant to this Agreement shall not in any event exceed, in the aggregate, the Purchase Price. (b) The obligations of the parties to provide indemnification (including, without limitation, indemnification pursuant to Section 7.7) hereunder shall expire six months from the Closing, except that the Seller's indemnification obligation with respect to a breach of any representation or warranty contained in Section 2.1 shall expire one year from the Closing. 7 7.11 AMENDMENTS AND WAIVERS. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of (i) the Seller and (ii) the Purchasers. Any amendment or waiver effected in accordance with this section shall be binding upon each holder of any Shares purchased under this Agreement at the time outstanding, each future holder of all such Shares and the Seller. 7.12 SEVERABILITY. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. 7.13 ENTIRE AGREEMENT. This Agreement and the documents referred to herein constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. ALSEN INVESTMENTS, LTD. By: /s/ Marcelo D. Galperin --------------------------- Name: Marcelo D. Galperin Title: President GENERAL ATLANTIC PARTNERS 84, L.P. By: General Atlantic LLC, its General Partner By: /s/ Thomas J. Murphy --------------------------- Name: Thomas J. Murphy Title: Managing Director GAPSTAR, LLC By: General Atlantic LLC, its sole member By: /s/ Thomas J. Murphy --------------------------- Name: Thomas J. Murphy Title: Managing Director GAP COINVESTMENTS III, LLC By: /s/ Thomas J. Murphy --------------------------- Name: Thomas J. Murphy Title: Managing Member GAP COINVESTMENTS IV, LLC By: /s/ Thomas J. Murphy --------------------------- Name: Thomas J. Murphy Title: Managing Member GAPCO GMBH & CO. KG By: GAPCO Management GmbH, its general partner By: /s/ Thomas J. Murphy --------------------------- Name: Thomas J. Murphy Title: Procuration Oficer GAP COINVESTMENTS CDA, L.P. By: General Atlantic LLC, its General Partner By: /s/ Thomas J. Murphy --------------------------- Name: Thomas J. Murphy Title: Managing Director SCHEDULE A SCHEDULE OF PURCHASED SHARES - -------------------------------------------------------------------------------- PURCHASER SHARES PURCHASE PRICE - -------------------------------------------------------------------------------- General Atlantic Partners 84, L.P. 863,603 $ 15,544,854.00 GapStar, LLC 11,190 201,420.00 GAPCO GmbH & Co. KG 2,059 37,062.00 GAP Coinvestments CDA, L.P. 932 16,776.00 GAP Coinvestments III, LLC 48,229 868,122.00 GAP Coinvestments IV, LLC 10,127 182,286.00 - -------------------------------------------------------------------------------- TOTAL 936,140 $16,850,520.00 SCHEDULE B NOTICES IF TO ANY OF THE PURCHASERS: c/o General Atlantic Service Company, LLC 3 Pickwick Plaza Greenwich, CT 06830 Fax: (203) 302-3040 Attention: Christopher G. Lanning with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019-6064 Fax: (212) 492-0436 Attention: Douglas A. Cifu, Esq IF TO THE SELLER: Alsen Investments Ltd. c/o Onslow Capital Management 55 Bryanston Street, 18th Floor London W1H 7AA England Fax: (44) 20 77 24 3198 Attention: Marcelo Galperin with a copy to: Greenberg Traurig 401 East Las Olas Boulevard Suite 2000 Ft. Lauderdale, FL 33301 Fax: (954) 759-5535 Attention: Brian J. Gavsie, Esq. EX-99 3 ex3-sc13d_mercado.txt EXHIBIT 3 EXHIBIT 3 --------- LOCK-UP AGREEMENT August 9, 2007 MercadoLibre, Inc. Tronador 4980, 8th floor Buenos Aires, C1430DNN Argentina Re: MercadoLibre, Inc. --- Public Offering Ladies and Gentlemen: The undersigned understands that MercadoLibre, Inc., a Delaware corporation (the "Company"), proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") with J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Underwriters (as defined in the Underwriting Agreement) listed in Schedule I to the Underwriting Agreement referred to above, providing for the public offering (the "Public Offering") by the Company and the selling stockholders named therein, of Common Stock $0.001 per share par value, of the Company (the "Securities"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In connection with the undersigned's purchase of Common Stock in the Public Offering and for good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Company, the undersigned will not, during the period ending 540 calendar days after the date set forth on the final prospectus (the "Lock-up Period") relating to the Public Offering (the "Lock-Up Period"), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. A-2 In addition, the undersigned agrees that, without the prior written consent of the Company, it will not, during the Lock-up Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, any transfer, disposition or bona fide gift of Common Stock by the undersigned (i) to limited partners or holders of equity interests of the undersigned, and (ii) to wholly owned subsidiaries of the undersigned or to the parent corporation of the undersigned or to another wholly owned subsidiary of such parent corporation, or otherwise to an affiliate (as defined in Rule 12b-2 of the Securities and Exchange Act of 1934, as amended), and (iii) in transactions relating to Shares acquired by the undersigned in open market transactions subsequent to the Public Offering; PROVIDED, HOWEVER, that in the case of (i) and (ii) above, it shall be a condition to the transfer that the transferee (or, in the case of a trust, the trustee of such trust) is receiving and holding such Common Stock subject to the provisions of this Lock-up Agreement, and there shall be no further transfer of such capital stock except in accordance with this Lock-up Agreement, that any such transfer shall not involve a disposition for value and that any such transfer will only be permissible hereunder so long as no public reports (including but not limited to reports pursuant to Rule 144 of the Securities Act of 1933, as amended, and pursuant to Section 16 of the Securities Exchange Act of 1934, as amended) are required to be filed, or voluntarily, filed by the undersigned or any transferee of the undersigned during the Lock-up Period. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-up Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that the Company is entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Lock-up Agreement. This Lock-up Agreement shall lapse and become null and void if the Public Offering shall not have closed on or before September 30, 2007. [SIGNATURE PAGE FOLLOWS.] This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York. Very truly yours, GENERAL ATLANTIC PARTNERS 84, L.P. By: General Atlantic LLC, its general partner By: /s/ David C. Hodgson ---------------------------- Name: David C. Hodgson Title: Managing Director GAPSTAR, LLC By: General Atlantic LLC, its sole member By: /s/ David C. Hodgson ---------------------------- Name: David C. Hodgson Title: Managing Director GAP COINVESTMENTS III, LLC By: /s/ David C. Hodgson ---------------------------- Name: David C. Hodgson Title: Managing Member GAP COINVESTMENTS IV, LLC By: /s/ David C. Hodgson ---------------------------- Name: David C. Hodgson Title: Managing Member SIGNATURES CONTINUE ON NEXT PAGE SIGNATURE PAGE TO LOCK UP AGREEMENT GAPCO GMBH & CO. KG By: GAPCO Management GmbH, its general partner By: /s/ David C. Hodgson ---------------------------- Name: David C. Hodgson Title: Managing Director GAP COINVESTMENTS CDA, L.P. By: General Atlantic LLC, its general partner By: /s/ David C. Hodgson ---------------------------- Name: David C. Hodgson Title: Managing Director SIGNATURE PAGE TO LOCK UP AGREEMENT -----END PRIVACY-ENHANCED MESSAGE-----