|
☐
|
Rule 13d-1(b)
|
|
☐
|
Rule 13d-1(c)
|
|
☒
|
Rule 13d-1(d)
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 2 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 3 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic GenPar, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 4 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic (XP) Bermuda, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 5 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP (Bermuda) Limited
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 6 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 92A, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 7 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 92B, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 8 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 92C, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 9 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 92D, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 10 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 92E, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 11 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 92F, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 12 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 92G, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 13 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 92H, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 14 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 92I, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 15 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 92J, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 16 of 32
|
1
|
NAME OF REPORTING PERSON 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) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 17 of 32
|
1
|
NAME OF REPORTING PERSON 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) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 18 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestments V, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 19 of 32
|
1
|
NAME OF REPORTING PERSON 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) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 20 of 32
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAPCO Management GmbH
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 21 of 32
|
1
|
NAME OF REPORTING PERSON 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) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
75,069,811
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
75,069,811
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,069,811
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.4%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 22 of 32
|
Item 1.
|
(a)
|
NAME OF ISSUER
|
|
|
|
|
|
XP Inc. (the “Company”).
|
|
|
|
|
(b)
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
|
|
|
|
|
Av. Chedid Jafet 75. Torre Sul 30th Floor, Vila Olimpa, Sao Paulo 04551-065, Brazil
|
|
|
|
Item 2.
|
(a)
|
NAMES OF PERSONS FILING
|
|
(i)
|
General Atlantic LLC (“GA LLC”);
|
|
(ii)
|
General Atlantic (XP) Bermuda, L.P. (“GA XP”);
|
|
(iii)
|
General Atlantic Partners 92A, L.P. (“GAP 92A”);
|
|
(iv)
|
General Atlantic Partners 92B, L.P. (“GAP 92B”);
|
|
(v)
|
General Atlantic Partners 92C, L.P. (“GAP 92C”);
|
(vi)
|
General Atlantic Partners 92D, L.P. (“GAP 92D”);
|
|
|
(vii)
|
General Atlantic Partners 92E, L.P. (“GAP 92E”);
|
|
(viii)
|
General Atlantic Partners 92F, L.P. (“GAP 92F”);
|
|
(ix)
|
General Atlantic Partners 92G, L.P. (“GAP 92G”);
|
|
(x)
|
General Atlantic Partners 92H, L.P. (“GAP 92H”);
|
|
(xi)
|
General Atlantic Partners 92I, L.P. (“GAP 92I”);
|
|
(xii)
|
General Atlantic Partners 92J, L.P. (“GAP 92J”);
|
|
(xiii)
|
General Atlantic GenPar, L.P. (“GenPar”);
|
|
(xiv)
|
GAP (Bermuda) Limited (“GAP (Bermuda) Limited”);
|
|
(xv)
|
GAP Coinvestments III, LLC (“GAPCO III”);
|
|
(xvi)
|
GAP Coinvestments IV, LLC (“GAPCO IV”);
|
|
(xvii)
|
GAP Coinvestments V, LLC (“GAPCO V”);
|
|
(xviii)
|
GAP Coinvestments CDA, L.P. (“GAPCO CDA”);
|
|
(xix)
|
GAPCO Management GmbH (“GmbH”); and
|
|
(xx)
|
GAPCO GmbH & Co. KG (“KG”).
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 23 of 32
|
|
(b)
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE
|
|
(c)
|
CITIZENSHIP
|
|
(i)
|
GA LLC – Delaware
|
|
(ii)
|
GA XP – Bermuda
|
|
(iii)
|
GAP 92A – Delaware
|
|
(iv)
|
GAP 92B – Delaware
|
|
(v)
|
GAP 92C – Delaware
|
|
(vi)
|
GAP 92D – Delaware
|
|
(vii)
|
GAP 92E – Delaware
|
|
(viii)
|
GAP 92F – Delaware
|
|
(ix)
|
GAP 92G – Delaware
|
|
(x)
|
GAP 92H – Delaware
|
|
(xi)
|
GAP 92I – Delaware
|
|
(xii)
|
GAP 92J – Delaware
|
|
(xiii)
|
GenPar – Delaware
|
|
(xiv)
|
GAP (Bermuda) Limited – Bermuda
|
|
(xv)
|
GAPCO III – Delaware
|
|
(xvi)
|
GAPCO IV – Delaware
|
|
(xvii)
|
GAPCO V – Delaware
|
|
(xviii)
|
GAPCO CDA – Delaware
|
|
(xix)
|
GmbH – Germany
|
|
(xx)
|
KG – Germany
|
|
(d)
|
TITLE OF CLASS OF SECURITIES
|
|
(e)
|
CUSIP NUMBER
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 24 of 32
|
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:
|
Item 4.
|
OWNERSHIP.
|
|
(i)
|
GA LLC owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(ii)
|
GA XP owned of record (a) 61,036,126 Class A common shares and (b) 14,033,685 Class B common shares, each convertible at any
time at the option of the holder into one Class A common share (the “Class B common shares” and together with the Class A common shares, the “Shares”), convertible on a one-to-one basis into approximately 20.4% of the issued and
outstanding Class A common shares.
|
|
|
|
|
(iii)
|
GAP 92A owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(iv)
|
GAP 92B owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(v)
|
GAP 92C owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(vi)
|
GAP 92D owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(vii)
|
GAP 92E owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(viii)
|
GAP 92F owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(ix)
|
GAP 92G owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(x)
|
GAP 92H owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(xi)
|
GAP 92I owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(xii)
|
GAP 92J owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(xiii)
|
GenPar owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 25 of 32
|
|
(xiv)
|
GAP (Bermuda) Limited owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(xv)
|
GAPCO III owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(xvi)
|
GAPCO IV owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(xvii)
|
GAPCO V owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(xviii)
|
GAPCO CDA owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(xix)
|
GmbH owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
|
|
|
|
(xx)
|
KG owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares
|
(i)
|
Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the Class A common shares
as indicated on such Reporting Person’s cover page included herein.
|
(ii)
|
Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 75,069,811 Class A common shares that may be deemed to be owned beneficially by each of them.
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 26 of 32
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
Item 10.
|
CERTIFICATION
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 27 of 32
|
Exhibit 1.
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 28 of 32
|
|
GENERAL ATLANTIC LLC
|
|||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC GENPAR, L.P.
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC (XP) BERMUDA, L.P.
|
|||
|
|
|
|
|
|
By:
|
GAP (BERMUDA) LIMITED, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GAP (BERMUDA) LIMITED
|
|||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC PARTNERS, 92A, L.P.
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR, L.P., its general partner
|
||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 29 of 32
|
|
GENERAL ATLANTIC PARTNERS, 92B, L.P.
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR, L.P., its general partner
|
||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC PARTNERS, 92C, L.P.
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR, L.P., its general partner
|
||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC PARTNERS, 92D, L.P.
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR, L.P., its general partner
|
||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC PARTNERS, 92E, L.P.
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR, L.P., its general partner
|
||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 30 of 32
|
|
GENERAL ATLANTIC PARTNERS, 92F, L.P.
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR, L.P., its general partner
|
||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC PARTNERS, 92G, L.P.
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR, L.P., its general partner
|
||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC PARTNERS, 92H, L.P.
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR, L.P., its general partner
|
||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC PARTNERS, 92I, L.P.
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR, L.P., its general partner
|
||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 31 of 32
|
|
GENERAL ATLANTIC PARTNERS, 92J, L.P.
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR, L.P., its general partner
|
||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GAP COINVESTMENTS III, LLC
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its managing member
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
GAP COINVESTMENTS IV, LLC
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its managing member
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
GAP COINVESTMENTS V, LLC
|
|||
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC LLC, its managing member
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
CUSIP No. G98239109
|
SCHEDULE 13G
|
Page 32 of 32
|
|
GAP COINVESTMENTS CDA, L.P.
|
|||
|
|
|
||
|
By:
|
GENERAL ATLANTIC LLC, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GAPCO MANAGEMENT GMBH
|
|||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GAPCO GMBH & CO. KG
|
|||
|
|
|
|
|
|
By:
|
GAPCO MANAGEMENT GmbH, its general partner
|
||
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
||
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
Name
|
Business Address
|
Citizenship
|
William E. Ford
(Chief Executive Officer)
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Gabriel Caillaux
|
23 Savile Row
London W1S 2ET
United Kingdom
|
France
|
Andrew Crawford
|
55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Martin Escobari
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55 East 52nd Street
33rd Floor
New York, New York 10055
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Bolivia and Brazil
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Anton J. Levy
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Sandeep Naik
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Level 19, Birla Aurora
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
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United States
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Graves Tompkins
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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Robbert Vorhoff
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55 East 52nd Street
33rd Floor
New York, New York 10055
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United States
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GENERAL ATLANTIC LLC
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC GENPAR, L.P.
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By:
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GENERAL ATLANTIC LLC, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC (XP) BERMUDA, L.P.
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By:
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GAP (BERMUDA) LIMITED, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP (BERMUDA) LIMITED
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC PARTNERS, 92A, L.P.
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By:
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GENERAL ATLANTIC GENPAR, L.P., its general partner
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By:
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GENERAL ATLANTIC LLC, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC PARTNERS, 92B, L.P.
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By:
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GENERAL ATLANTIC GENPAR, L.P., its general partner
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By:
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GENERAL ATLANTIC LLC, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC PARTNERS, 92C, L.P.
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By:
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GENERAL ATLANTIC GENPAR, L.P., its general partner
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By:
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GENERAL ATLANTIC LLC, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC PARTNERS, 92D, L.P.
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By:
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GENERAL ATLANTIC GENPAR, L.P., its general partner
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By:
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GENERAL ATLANTIC LLC, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC PARTNERS, 92E, L.P.
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By:
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GENERAL ATLANTIC GENPAR, L.P., its general partner
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By:
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GENERAL ATLANTIC LLC, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC PARTNERS, 92F, L.P.
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By:
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GENERAL ATLANTIC GENPAR, L.P., its general partner
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By:
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GENERAL ATLANTIC LLC, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC PARTNERS, 92G, L.P.
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By:
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GENERAL ATLANTIC GENPAR, L.P., its general partner
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By:
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GENERAL ATLANTIC LLC, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC PARTNERS, 92H, L.P.
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By:
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GENERAL ATLANTIC GENPAR, L.P., its general partner
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By:
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GENERAL ATLANTIC LLC, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC PARTNERS, 92I, L.P.
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By:
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GENERAL ATLANTIC GENPAR, L.P., its general partner
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By:
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GENERAL ATLANTIC LLC, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GENERAL ATLANTIC PARTNERS, 92J, L.P.
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By:
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GENERAL ATLANTIC GENPAR, L.P., its general partner
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By:
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GENERAL ATLANTIC LLC, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS III, LLC
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By:
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GENERAL ATLANTIC LLC, its managing member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS IV, LLC
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By:
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GENERAL ATLANTIC LLC, its managing member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS V, LLC
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By:
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GENERAL ATLANTIC LLC, its managing member
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAP COINVESTMENTS CDA, L.P.
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By:
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GENERAL ATLANTIC LLC, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAPCO MANAGEMENT GMBH
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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GAPCO GMBH & CO. KG
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By:
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GAPCO MANAGEMENT GmbH, its general partner
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By:
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/s/ Michael Gosk
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Name:
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Michael Gosk
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Title:
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Managing Director
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