UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
XP Inc.
___________________________________________________________________________________________________________________________________________________________________________________________
(Name of Issuer)
Class A Common Shares, par value $0.00001 per share
___________________________________________________________________________________________________________________________________________________________________________________________
(Title of Class of Securities)
G98239 109
___________________________________________________________________________________________________________________________________________________________________________________________
(CUSIP Number)
With a copy to:
Roberta B. Cherman
Shearman & Sterling LLP
Avenida Brigadeiro Faria Lima, 3400
04538-132 São Paulo, Brazil
Telephone: +55 11 3702 2245
___________________________________________________________________________________________________________________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October 3, 2022
___________________________________________________________________________________________________________________________________________________________________________________________
(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 that is the subject of this Schedule 13D, and is filing this schedule because §§240.13d-1(e), 240.13d-1(f) or 240.13d-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-7 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).
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CUSIP No. G98239 109
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1
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NAME OF REPORTING PERSON Itaúsa S.A. | ||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐ (b) ☒ | ||
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3
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SEC USE ONLY
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SOURCE OF FUNDS (See instructions) Not Applicable. | ||
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION Brazil | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7
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SOLE VOTING POWER 50,970,985 | |
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8
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SHARED VOTING POWER — | ||
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9
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SOLE DISPOSITIVE POWER 50,970,985 | ||
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10
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SHARED DISPOSITIVE POWER — | ||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,970,985 | ||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) ☐ | ||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.4%(1)(2) | ||
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14
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TYPE OF REPORTING PERSON (See instructions) HC | ||
| Page 2 of 5 Pages |
CUSIP No. G98239 109
| (1) | Represents the quotient obtained by dividing (a) the number of Class A common shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) 447,562,599 Class A common shares outstanding as reported by the Issuer. |
| (2) | Each Class A common share is entitled to one vote. |
| Page 3 of 5 Pages |
This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the statement on Schedule 13D filed by Itaúsa S.A., a holding company organized under the laws of Brazil (“Itaúsa” or the “Reporting Person”), and IUPAR – Itaú Unibanco Participações S.A., a holding company organized under the laws of Brazil (“IUPAR”), on October 13, 2021, as amended by Amendment No. 1 filed by Itaúsa and IUPAR on December 9, 2021, as amended by Amendment No. 2 filed by Itaúsa on December 16, 2021, as amended by Amendment No. 3 filed by Itaúsa on March 24, 2022, and as amended by Amendment No. 4 filed by Itaúsa on July 7, 2022 (as amended, the “Schedule 13D”), relating to the beneficial ownership of shares of common stock, par value $0.00001 per share, of XP Inc., a Cayman Islands exempted company incorporated with limited liability on August 29, 2019 (the “Issuer”).
This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On October 3, 2022, Itaúsa sold 6,500,000 Class A common shares of the Issuer’s common stock, par value $0.00001 per share, at a price of US$19.50 per share pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Rule 144 Sale”). As a consequence, Itaúsa’s beneficial ownership decreased to 50,970,985 Class A common shares, representing 11.4% of the outstanding Class A common shares of the Issuer’s capital stock.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby amended to add the following:
(a)-(c) The information set forth in Item 4 of this Amendment No. 5 is incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
The information set forth in Item 4 of this Amendment No. 5 is incorporated herein by reference.
In connection with the Rule 144 Sale, Itaúsa undertook with Morgan Stanley & Co. LLC, the broker-dealer that executed the Rule 144 Sale, not to sell any of its remaining Class A common shares of the Issuer for a period of thirty (30) days from the date of the Rule 144 Sale.
Itaúsa and Itaú Unibanco Holding S.A. intend to enter into a letter agreement substantially in the form attached as Exhibit A to this Amendment No. 5, pursuant to which, among other things, in the event a party resolves to make an unregistered sale of Class A common shares of the Issuer’s capital stock under Rule 144, such party must notify the other party as to the number of shares it wishes to sell and the period during which it wishes to make such sale, and the other party must notify the selling party if it also wishes to sell Class A common shares of the Issuer’s capital stock, in which case the parties must coordinate with each other the procedure for such sale, including dates, possible engagement of third parties, volume, price, notifications to the market or regulators, and/or other conditions which they deem necessary.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit A | Form of Letter Agreement by and between Itaúsa and Itaú Unibanco Holding S.A. (free English translation). |
| Page 4 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: October 5, 2022
| ITAÚSA S.A. | ||
| By: | /s/ Maria Fernanda Ribas Caramuru | |
| Name: Maria Fernanda Ribas Caramuru | ||
| Title: Managing Officer | ||
| By: | /s/ Priscila Grecco | |
| Name: Priscila Grecco | ||
| Title: Managing Officer | ||
| Page 5 of 5 Pages |
Exhibit A
FREE TRANSLATION
São Paulo, [●], 2022
Itaú Unibanco Holding S.A.
Praça Alfredo Egydio de Souza Aranha, 100
São Paulo, SP 04344-902
c/o: Milton Maluhy Filho (Milton.maluhy@itau-unibanco.com.br)
cc: álvaro F. Rizzi Rodrigues (alvaro.rodrigues@itau-unibanco.com.br)
Ownership in XP Inc.
Ladies and gentlemen,
We refer to the equity stake of XP Inc. (“XP”) held by Itaúsa S.A. (“Itaúsa”) and Itaú Unibanco Holding S.A. (“Itaú”), directly or indirectly. As you as aware, we have both disclosed our respective intentions to divest, over time, our respective equity stakes in XP.
Itaúsa and Itaú agree that if one of the parties resolves to make an unregistered sale of XP shares under Rule 144, the selling party must notify the other party, in writing, prior to the start of the sale procedures, (i) the number of shares the selling party wishes to sell and (ii) the period during which the selling party wishes to make said sale, which may not exceed thirty days (the “Sale Notification”).
The notified party will have three days from their receipt of the Sales Notification to notify the selling party if it also wishes to sell XP shares, and in what quantity, observing in all cases the limits provided for in the applicable regulations. If the parties together intend to sell XP shares in a number exceeding the limits permitted by the applicable regulations in the respective period, each party shall be limited to sell 50% of the shares permitted by the limits in accordance with the applicable regulations, unless both parties mutually agree to another percentage of sale of the shares in question.
If the notified party indicates its intention to participate in the sale within the time limit cited above, the parties shall coordinate among themselves the procedure for sale, including dates (if possible), possible engagement of third parties, volume, price, notifications to the market or regulators, and/or other conditions which they deem necessary, though the sales need not be made together. The terms of this letter do not constitute or in any way create a shared right or obligation to voting rights relating to, or to the sale of, the shares beneficially owned by each party.
In any event, (i) the intention to make a sale shall be valid for the period set forth in the Sale Notification; any intended sale by the parties via Rule 144 after that period shall be subject to a new Sale Notification; and (ii) sales by each party shall be treated and implemented on a joint basis, without any party receiving preferential treatment or benefiting to the detriment of the other party.
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All communications between the parties relating to this letter shall be made via e-mail to the following recipients:
If to Itaú Unibanco:
Milton Maluhy Filho
milton.maluhy@itau-unibanco.com.br
with a copy, not constituting notice, to:
álvaro F. Rizzi Rodrigues
alvaro.rodrigues@itau-unibanco.com.br
If to Itaúsa:
Alfredo Egydio Setubal
asetubal@itausa.com.br
and
Priscilla Grecco Toledo
priscila.grecco@itausa.com.br
with a copy, not constituting notice, to:
Maria Fernanda Ribas Caramuru
fernanda.caramuru@itausa.com.br
This agreement shall be governed by the laws of the Federative Republic of Brazil and will be effective for one year from this date, and may be extended at the discretion of the parties.
Sincerely,
Itaúsa S.A.
In agreement,
Itaú Unibanco Holding S.A.
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