Washington, D.C. 20549
* 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. 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)
o
(b)
x |
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3
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SEC USE ONLY
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| 4 |
SOURCE OF FUNDS (See instructions)
Not Applicable. |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
o |
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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
23,470,985 |
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8
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SHARED VOTING POWER
— |
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9
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SOLE DISPOSITIVE POWER
23,470,985 |
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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
23,470,985 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions)
o |
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2% (1)(2) |
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14
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TYPE OF REPORTING PERSON (See instructions)
HC |
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| (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) 447,801,661 Class A
common shares outstanding as reported by the Issuer. |
| (2) | Each Class A common share is entitled to one vote. |
This
Amendment No. 7 (this “Amendment No. 7”) 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, as amended
by Amendment No. 4 filed by Itaúsa on July 7, 2022, as amended by Amendment No. 5 filed by Itaúsa on October 5, 2022, and
as amended by Amendment No. 6 filed by Itaúsa on November 17, 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. 7 amends the Schedule 13D as specifically set forth herein.
Attached as Annex A hereto and incorporated herein by reference
is a list containing the (i) name, (ii) residence or business address, (iii) present principal occupation or employment and the name,
principal business address of any corporation or other organization in which such employment is conducted, and (iv) citizenship, in each
case of each director and executive officer of the Reporting Person (the “Instruction C Information”).
| Item 2(f) is hereby amended as follows: |
(f) See Annex A for citizenship
of each director and executive officer of the Reporting Person.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On
June 6, 2023, Itaúsa sold 12,000,000 Class A common shares of the Issuer’s common stock, par value $0.00001 per share, at
a price of US$18.91 per share pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Rule 144 Sale”).
As a consequence, Itaúsa’s beneficial ownership decreased to 23,470,985 Class A common shares, representing 5.2% of the outstanding
Class A common shares of the Issuer’s capital stock.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby
amended to add the following:
(a)-(c)
The information set forth in Item 4 of this Amendment No. 7 is incorporated herein by reference.
(a) Annex B to this Statement sets forth the number
of Shares (including in the form of Brazilian Depositary Receipts, or BDRs) and the aggregate percentage of the outstanding Shares beneficially
owned, to the best of the Reporting Person’s knowledge, by each of the persons listed on Annex A to this Statement as of June 6,
2023.
(c) To the best of the Reporting Person’
knowledge, transactions in the Shares effected by the Reporting Person and the persons listed on Annex A (including investment vehicles
owned or controlled by such persons) during the past 60 days and not previously reported are set forth below:
| Name |
Date of the Transaction |
Amount of Shares Purchased (Sold) |
Price per Share
(US$) |
Name of Securities Exchange |
| Hendson Consulting Ltd. |
May 24, 2023 |
(28,918) |
17,6482 |
The NASDAQ Global Select Market |
| Hendson Consulting Ltd. |
May 25, 2023 |
(28,919) |
18,3002 |
The NASDAQ Global Select Market |
| 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. 7 is incorporated herein by reference.
In
connection with the Rule 144 Sale, Itaúsa undertook with BofA Securities Inc., the broker-dealer that executed the Rule 144 Sale,
not to sell on a transaction pursuant to Rule 144 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.
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: June 7, 2023
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ITAÚSA S.A. |
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By: |
/s/ Maria Fernanda Ribas Caramuru |
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Name: Maria Fernanda Ribas Caramuru |
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Title: Managing Officer |
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By: |
/s/ Priscila Grecco Toledo |
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Name: Priscila Grecco Toledo |
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Title: Managing Officer |
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING
PERSONS AND CONTROLLING SHAREHOLDERS
Itaúsa S.A.
Members of the Board of Directors:
Alfredo Egydio Setubal
Citizenship: Brazilian
Business Address: Av. Paulista, 1938, 5th floor, São Paulo, SP,
Brazil
Present Principal Occupation: Member of the Board of Directors of Itaú
Unibanco Holding S.A. and of Itaúsa; Chief Executive Officer and Investors Relations of Itaúsa S.A.
Ana Lúcia de Mattos Barretto Villela
Citizenship: Brazilian
Business Address: Rua Fradique Coutinho, 50,11th floor, São Paulo,
SP, Brazil
Present Principal Occupation: Member of the Board of Directors of
Itaú Unibanco Holding S.A.; Vice Chairman of the Board of Directors of Itaúsa S.A.
Edson Carlos de Marchi
Citizenship: Brazilian
Business Address: Av. Brigadeiro Faria Lima, 3900, 11th floor, São
Paulo, SP, Brazil
Present Principal Occupation: Member of the Board of Directors of Itaúsa
S.A.
Henri Penchas
Citizenship: Brazilian
Business Address: Av. Paulista, 1938, 5th floor, São Paulo, SP,
Brazil
Present Principal Occupation: Chairman of the Board of Directors of Itaúsa
S.A.
Patrícia de Moraes
Citizenship: Brazilian
Business Address: Av. Brigadeiro Faria Lima, 2055, cj. 41, São Paulo,
SP, Brazil
Present Principal Occupation: Member of the Board of Directors of Itaúsa
S.A.
Raul Calfat
Citizenship: Brazilian
Business Address: Avenida Paulista, 1938, 5th. floor, São Paulo,
SP, Brazil
Present Principal Occupation: Member of the Board of Directors of Itaúsa S.A. (independent member).
Roberto Egydio Setubal
Citizenship: Brazilian
Business Address: Av. Brigadeiro Faria Lima, 3500, 4th floor, São
Paulo, SP, Brazil
Present Principal Occupation: Co-Chairman of Itaú Unibanco Holding
S.A.; Vice Chairman of the Board of Directors of Itaúsa S.A.
Rodolfo Villela Marino
Citizenship: Brazilian
Business Address: Av. Paulista, 1938, 5th floor, São Paulo, SP,
Brazil
Present Principal Occupation: Member of the Board of Directors and Executive
Vice President of Itaúsa S.A.
Vicente Furletti Assis
Citizenship: Brazilian
Business Address: Av. Presidente Juscelino Kubitschek, 1909, cjs. 211,
221 and 231, São Paulo, SP, Brazil
Present Principal Occupation: Member of the Board of Directors of Itaúsa
S.A.
Alternate: Victório Carlos De Marchi
Citizenship: Brazilian
Business Address: Av. Brigadeiro Faria Lima, 3900, 11th floor, São
Paulo, SP, Brazil
Present Principal Occupation: Member of the Board of Directors of Itaúsa
S.A.
Alternate: Ricardo Egydio Setubal
Citizenship: Brazilian
Business Address: Av. Paulista, 1938, 5th floor, São Paulo, SP,
Brazil
Present Principal Occupation: Member of the Board of Directors of Itaúsa
S.A. and Executive Vice President of Itaúsa S.A.
Alternate: Ricardo Villela Marino
Citizenship: Brazilian
Business Address: Av. Brigadeiro Faria Lima, 3500, 4th floor, São
Paulo, SP, Brazil
Present Principal Occupation: Vice-President of the Board of Directors
of Itaú Unibanco Holding S.A.
Officers:
Alfredo Egydio Arruda Villela Filho
Citizenship: Brazilian
Business Address: Av. Santo Amaro, 48, 9th floor, São Paulo, SP,
Brazil
Present Principal Occupation: Executive Vice President of Itaúsa
S.A.
Alfredo Egydio Setubal
Citizenship: Brazilian
Business Address: Av. Paulista, 1938, 5th floor, São Paulo, SP,
Brazil
Present Principal Occupation: Member of the Board of Directors of Itaú
Unibanco Holding S.A. and of Itaúsa; Chief Executive Officer and Investors Relations of Itaúsa S.A.
Ricardo Egydio Setubal
Citizenship: Brazilian
Business Address: Av. Paulista, 1938, 5th floor, São Paulo, SP,
Brazil
Present Principal Occupation: Member of the Board of Directors of Itaúsa
S.A. (alternate) and Executive Vice President of Itaúsa S.A.
Rodolfo Villela Marino
Citizenship: Brazilian
Business Address: Av. Paulista, 1938, 5th floor, São Paulo, SP,
Brazil
Present Principal Occupation: Member of the Board of Directors and Executive
Vice President of Itaúsa S.A.
Frederico de Souza Queiroz Pascowitch
Citizenship: Brazilian
Business Address: Av. Paulista, 1938, 18th floor, São Paulo, SP,
Brazil
Present Principal Occupation: Managing Officer of Itaúsa S.A.
Maria Fernanda Ribas Caramuru
Citizenship: Brazilian
Business Address: Av. Paulista, 1938, 18th floor, São Paulo, SP,
Brazil
Present Principal Occupation: Managing Officer of Itaúsa S.A.
Priscila Grecco Toledo
Citizenship: Brazilian
Business Address: Av. Paulista, 1938, 18th floor, São Paulo, SP,
Brazil
Present Principal Occupation: Managing Officer of Itaúsa S.A.
ANNEX B
BENEFICIAL
OWNERSHIP
| Name |
No.
of Class A Shares/BDRs |
%
of Outstanding Class A Shares |
| Alfredo
Egydio Setubal |
0 |
0% |
| Ana
Lúcia de Mattos Barretto Villela |
54,562 |
0.01218% |
| Ricardo
Egydio Setubal |
0 |
0% |
| Roberto
Egydio Setubal |
0 |
0% |
| Alfredo
Egydio Arruda Villela Filho |
56,115 |
0.01253% |
| Ricardo
Villela Marino |
0 |
0% |
| Rodolfo
Villela Marino |
5,717 |
0.001277% |
| Henri
Penchas |
0 |
0% |
| Maria
Fernanda Ribas Caramuru |
0 |
0% |
| Priscila
Grecco Toledo |
55 |
0.00001228% |
| Frederico
de Souza Queiroz Pascowitch |
0 |
0% |
| Edson
Carlos De Marchi |
0 |
0% |
| Victório
Carlos De Marchi |
0 |
0% |
| Patricia
de Moraes |
0 |
0% |
| Vicente
Furletti Assis |
0 |
0% |
| Raul Calfat |
0 |
0% |
| Total |
116,449 |
0.0260% |
Page
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