UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
XP Inc.
___________________________________________________________________________________________________________________________________________________________________________________________
(Name of Issuer)
Class A Common Shares, par value $0.00001 per share
___________________________________________________________________________________________________________________________________________________________________________________________
(Title of Class of Securities)
G98239 109
___________________________________________________________________________________________________________________________________________________________________________________________
(CUSIP Number)
January 29, 2024
___________________________________________________________________________________________________________________________________________________________________________________________
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* 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 the disclosures provided in a prior cover page.
The information required in 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 Number: G98239 109
1
|
NAME OF REPORTING PERSON
Itaú Unibanco Holding S.A. |
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) o
(b) x |
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5
|
SOLE VOTING POWER
— |
6
|
SHARED VOTING POWER
42,669,314 |
7
|
SOLE DISPOSITIVE POWER
— |
8
|
SHARED DISPOSITIVE POWER
42,669,314 |
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,669,314 (1) |
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See instructions)
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%(2)(3) |
12
|
TYPE OF REPORTING PERSON (See instructions)
HC |
|
|
|
|
CUSIP
Number: G98239 109
| (1) | Consists of 34,384,254 Class A common shares and 8,285,060 Class B common shares held of record by ITB
Holding Ltd., a wholly owned direct and indirect subsidiary of Itaú Unibanco Holding S.A. Each Class B common share is convertible
into one Class A common share at the option of its holder at any time. |
| (2) | This calculation is rounded down to the nearest tenth and represents
the quotient obtained by dividing (a) the number of Class A common shares and Class B common shares beneficially owned by the Reporting
Persons as set forth in Row 9 by (b) the sum of (i) 435,366,147 Class A common shares outstanding as of September 30,
2023, as reported by the Issuer, and (ii) 112,717,094 Class B common shares outstanding as of September 30,
2023, as reported by the Issuer. The aggregate number of Class B common shares beneficially owned by the Reporting Persons as set forth
in clause “(a)” of this footnote and the aggregate number of Class B common shares outstanding as set forth in clause “(b)”
of this footnote are, in each case, treated as converted into Class A common shares only for the purpose of computing the percentage ownership
of the Reporting Persons. |
| (3) | Each Class A common share is entitled to one vote, and each Class
B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares
because the Class B common shares are treated as converted into Class A common shares for the purpose of this report. |
CUSIP Number: G98239 109
1
|
NAME OF REPORTING PERSON
ITB Holding Ltd. |
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) o
(b) x |
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5
|
SOLE VOTING POWER
— |
6
|
SHARED VOTING POWER
42,669,314 |
7
|
SOLE DISPOSITIVE POWER
— |
8
|
SHARED DISPOSITIVE POWER
42,669,314 |
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,669,314(1) |
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See instructions)
o |
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8 %(2)(3) |
12
|
TYPE OF REPORTING PERSON (See instructions)
CO |
|
|
|
|
CUSIP
Number: G98239 109
| (1) | Consists of 34,384,254 Class A common shares and 8,285,060 Class B common shares held of record by ITB
Holding Ltd., a wholly owned direct and indirect subsidiary of Itaú Unibanco Holding S.A. Each Class B common share is convertible
into one Class A common share at the option of its holder at any time. |
| (2) | This calculation is rounded down to the nearest tenth and represents
the quotient obtained by dividing (a) the number of Class A common shares and Class B common shares beneficially owned by the Reporting
Persons as set forth in Row 9 by (b) the sum of (i) 435,366,147 Class A common shares outstanding as of September 30, 2023, as reported
by the Issuer, and (ii) 112,717,094 Class B common shares outstanding as of September 30, 2023, as reported by the Issuer. The aggregate
number of Class B common shares beneficially owned by the Reporting Persons as set forth in clause “(a)” of this footnote
and the aggregate number of Class B common shares outstanding as set forth in clause “(b)” of this footnote are, in each case,
treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Persons. |
| (3) | Each Class A common share is entitled to one vote, and each Class
B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares
because the Class B common shares are treated as converted into Class A common shares for the purpose of this report. |
CUSIP Number: G98239 109
ITEM 1. | | (a) Name of Issuer: XP Inc. (the “Issuer”) |
(b) Address
of Issuer’s Principal Executive Offices:
Av. Chedid Jafet, 75,
Torre Sul, 30th floor
Vila Olímpia, São
Paulo, Brazil
ITEM 2. | | (a) Name of Person
Filing: |
This Schedule 13G is being filed by Itaú
Unibanco Holding S.A. and ITB Holding Ltd. (collectively, the “Reporting Persons”). ITB Holding Brasil Participações
Ltda., a direct and indirect wholly-owned subsidiary of Itaú Unibanco Holding S.A., holds 100% of the membership interests of ITB
Holding Ltd. Itaú Unibanco Holding S.A. is controlled by IUPAR – Itaú Unibanco Participações S.A., a
holding company organized under the laws of Brazil (“IUPAR”). IUPAR is jointly controlled by (i) Itaúsa S.A. (“Itaúsa”),
a holding company organized under the laws of Brazil, and (ii) Companhia E. Johnston de Participações (“E. Johnston”
and, together with IUPAR and Itaúsa, the “Controlling Shareholders”), a holding company organized under the laws of
Brazil. Each of the Controlling Shareholders is in the business of investing in securities.
(b) Address
of Principal Business Office or, if None, Residence:
The principal office and business address
of Itaú Unibanco Holding S.A. is Praça Alfredo Egydio de Souza Aranha, No. 100, Torre Olavo Setubal, piso Itaú Unibanco,
Parque Jabaquara, 04344-902, São Paulo, Brazil.
The principal office and business address
of ITB Holding Ltd. is Cainvest Bank and Trust Limited, P.O. BOX 1353, Harbour Place, 5th Floor, 103 South Church Street, George Town,
Grand Cayman, Cayman Islands, KY1-1108.
(c) Citizenship: Brazil (for Itaú
Unibanco Holding S.A.) and Cayman Islands (for ITB Holding Ltd.).
(d) Title
of Class of Securities: Class A common shares, par value $0.00001 per share.
(e) CUSIP No: G98239 109
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: |
Not Applicable.
All ownership percentages assume that there are a total of 548,083,241
Class A and Class B common shares outstanding.
The information incorporated by reference below applies to the
applicable Reporting Person as of September 30, 2023.
|
(a) |
Amount beneficially owned:
See row 9 of the cover sheet of the applicable Reporting Person. |
|
(b) |
Percent of class:
See row 11 of the cover sheet of the applicable Reporting Person. |
|
(c) |
Number of shares as to which the person has: |
|
(i) |
Sole power to vote or to direct the vote:
See row 5 of the cover sheet of the applicable Reporting Person. |
|
(ii) |
Shared power to vote or to direct the vote:
See row 6 of the cover sheet of the applicable Reporting Person. |
|
(iii) |
Sole power to dispose or to direct the disposition of:
See row 7 of the cover sheet of the applicable Reporting Person. |
|
(iv) |
Shared power to dispose or to direct the disposition of:
See row 8 of the cover sheet of the applicable Reporting Person. |
The Shareholders’ Agreement, dated November
29, 2019, among XP Inc., XP Control LLC (f/k/a XP Controle Participações S.A., “XP Control”), General Atlantic
(XP) Bermuda, L.P., IUPAR, Itaúsa, Itaú Unibanco Holding S.A., and certain intervening consenting parties, was terminated
pursuant to the Termination of the Shareholders’ Agreement dated July 6, 2023.
| ITEM 5. | OWNERSHIP OF 5 PERCENT OR LESS OF A CLASS. |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON. |
Not Applicable.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
OR CONTROL PERSON. |
See Item 2 above.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
See Item 4 above.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
See Item 4 above.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
CUSIP Number: G98239 109
INDEX TO EXHIBITS
Exhibit A: Joint Filing Agreement
dated January 29, 2024, among the Reporting Persons.
SIGNATURE
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: January
29, 2024
|
ITAÚ UNIBANCO HOLDING S.A. |
|
|
|
|
|
|
|
|
|
By: |
/s/ Renato da Silva Carvalho |
|
|
Name: |
Renato da Silva Carvalho |
|
|
Title: |
Officer |
|
|
|
|
|
|
|
|
|
By: |
/s/ Álvaro Felipe Rizzi Rodrigues |
|
|
Name: |
Álvaro Felipe Rizzi Rodrigues |
|
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Title: |
Officer |
|
|
|
|
|
ITB HOLDING LTD. |
|
|
|
|
|
|
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|
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By: |
/s/ Renato da Silva Carvalho |
|
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Name: |
Renato da Silva Carvalho |
|
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Title: |
Director |
|
|
|
|
|
|
|
|
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By: |
/s/ Carlos Henrique Donegá Aidar |
|
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Name: |
Carlos Henrique Donegá Aidar |
|
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Title: |
Director |
|
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|
|
|
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Exhibit A
JOINT FILING AGREEMENT
This will confirm the agreement
by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with
respect to the beneficial ownership by the undersigned of the Class A common shares, US$0.00001 par value, per share of XP Inc., is being
filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting
person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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.
Dated: January 29, 2024
|
ITAÚ UNIBANCO HOLDING S.A. |
|
|
|
|
|
|
|
|
|
By: |
/s/ Renato da Silva Carvalho |
|
|
Name: |
Renato da Silva Carvalho |
|
|
Title: |
Officer |
|
|
|
|
|
|
|
|
|
By: |
/s/ Álvaro Felipe Rizzi Rodrigues |
|
|
Name: |
Álvaro Felipe Rizzi Rodrigues |
|
|
Title: |
Officer |
|
|
|
|
|
ITB HOLDING LTD. |
|
|
|
|
|
|
|
|
|
By: |
/s/ Renato da Silva Carvalho |
|
|
Name: |
Renato da Silva Carvalho |
|
|
Title: |
Director |
|
|
|
|
|
|
|
|
|
By: |
/s/ Carlos Henrique Donegá Aidar |
|
|
Name: |
Carlos Henrique Donegá Aidar |
|
|
Title: |
Director |
|
|
|
|
|
|
|
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