Report of Proposed Sale of Securities (144)
26 May 2023 - 9:46AM
Edgar (US Regulatory)
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Form 144 Filer Information
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
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Form 144 |
144: Issuer Information
| Name of Issuer | XP Inc. |
| SEC File Number | 001-39155 |
| Address of Issuer | Av. Chedid Jafet, 75, Torre
Sul, 30th floor
Sao Paulo
BRAZIL
04551-065 |
| Phone | 55-11-3075-0429 |
| Name of Person for Whose Account the Securities are To Be Sold | Hendson Consulting Ltd. |
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See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
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| Relationship to Issuer | - Affiliate
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144: Securities Information
| Record | Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
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#1 | Class A common shares, par value US$0.00001 per share | Canaccord Genuity LLC
535 Madison Ave
New York
NEW YORK
10022-4212 | 28,919 | $506,371.69 | 447,801,661 | 05/25/2023 | Nasdaq Stock Market |
144: Securities To Be Sold
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Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
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| Record | Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
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#1 | Class A common shares, par value US$0.00001 | 10/01/2021 | Merger of XPart S.A. with and into XP Inc. | XP Inc. | ☐ |
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| 57,837 | 10/01/2021 | Exchange for other securities |
| * If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
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144: Securities Sold During The Past 3 Months
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Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
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| Record | Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
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#1 | Hendson Consulting Ltd.
Morgan & Morgan Building Pasea Estate
Road Town
Tortola
VIRGIN ISLANDS, BRITISH
VG1110 | Class A common shares, par value US$0.00001 | 05/24/2023 | 28,918 | $510,350.65 |
144: Remarks and Signature
| Remarks | On October 1, 2021, Brazilian Depositary Receipts representing class A common shares of the issuer were distributed to a member of the Board of Directors of Itausa S.A., an affiliate of the issuer, in connection with the merger of XPart S.A. with and into the issuer pursuant to the Registration Statement on Form F-4 (File No. No. 333-257304). Such Brazilian Depositary Receipts were cancelled and the underlying class A common shares represented by such Brazilian Depositary Receipts were contributed to Hendson Consulting Ltd., an investment vehicle controlled by such member of the Board of Directors of Itausa S.A. |
| Date of Notice | 05/25/2023 |
ATTENTION: |
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The person for whose account the securities to which this notice relates are to be sold hereby represents by signing
this notice that he does not know any material adverse information in regard to the current and prospective
operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has
adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by
signing the form and indicating the date that the plan was adopted or the instruction given, that person makes
such representation as of the plan adoption or instruction date.
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| Signature | /s/ Group M&M Directors S.A. and Directors Representatives S.A., as Directors of Hendson Consulting Ltd. |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |
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