UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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MERCADOLIBRE, INC. |
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(Name of Issuer) |
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(Title of Class of Securities) |
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(CUSIP Number) |
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(Name, Address and Telephone Number of Person |
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______________________________ |
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November 10, 2009 |
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(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) 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. 58733R102 |
Page 2 of 21 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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SEC USE ONLY
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SOURCE OF FUNDS |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP No. 58733R102 |
Page 3 of 21 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP No. 58733R102 |
Page 4 of 21 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP No. 58733R102 |
Page 5 of 21 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP No. 58733R102 |
Page 6 of 21 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP No. 58733R102 |
Page 7 of 21 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP No. 58733R102 |
Page 8 of 21 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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TYPE OF REPORTING PERSON |
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CUSIP No. 58733R102 |
Page 9 of 21 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14 |
TYPE OF REPORTING PERSON |
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CUSIP No. 58733R102 |
Page 10 of 21 Pages |
SCHEDULE 13D
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1 |
NAME OF REPORTING PERSON |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
7 |
SOLE VOTING POWER |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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14 |
TYPE OF REPORTING PERSON |
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CUSIP No. 58733R102 |
Page 11 of 21 Pages |
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No.1 (“Amendment No.1) on Schedule 13D relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of MercadoLibre, Inc., a Delaware corporation (the “Company”), and supplementally amends the Initial Statement on Schedule 13D, dated August 15, 2007 (the “Initial Statement” together with Amendment No.1, the “Statement”). The address of the principal executive office of the Company is Tronador 4890, 8th Floor, Buenos Aires, C1430DNN, Argentina.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The members of the group are General Atlantic LLC, a Delaware limited liability company (“GA”), General Atlantic GenPar, L.P., a Delaware limited partnership (“GenPar”), General Atlantic Partners 84, L.P., a Delaware limited partnership (“GAP 84”), GapStar, LLC, a Delaware limited liability company (“GapStar”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”), GAP Coinvestments CDA, L.P., a Delaware limited partnership (“CDA”), GAPCO GmbH & Co. KG, a German limited partnership (“KG”), and GAPCO Management GmbH, a German corporation (“GmbH Management” and, collectively with GA, GenPar, GAP 84, GapStar, GAPCO III, GAPCO IV, CDA and KG, the “Reporting Persons”). The Reporting Persons (other than KG and GmbH Management) are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. KG and GmbH Management are located at c/o General Atlantic GmbH, Koenigsallee 62, 40212
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CUSIP No. 58733R102 |
Page 12 of 21 Pages |
SCHEDULE 13D
Duesseldorf, Germany. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.
GA is the general partner of each of GenPar and CDA. GenPar is the general partner of GAP 84. GmbH Management is the general partner of KG. There are 27 managing directors of GA (the “GA Managing Directors”). The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and hereby incorporated by reference. The present principal occupation or employment of each of the GA Managing Directors is as a Managing Director of GA.
None of the Reporting Persons and none of the individuals listed on Schedule A hereto has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable
ITEM 4. PURPOSE OF TRANSACTION.
No material change.
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CUSIP No. 58733R102 |
Page 13 of 21 Pages |
SCHEDULE 13D
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, GA, GenPar, GAP 84, GapStar, GAPCO III, GAPCO IV, CDA, KG and GmbH Management each own of record no shares of Common Stock, 2,616,381 shares of Common Stock, 33,901 shares of Common Stock, 146,114 shares of Common Stock, 30,681 shares of Common Stock, 2,825 shares of Common Stock, 6,238 shares of Common Stock, and no shares of Common Stock, respectively, representing 0.0%, 5.9%, 0.1%, 0.3%, 0.1%, 0.0%, 0.0% and 0.0%, respectively, of the Company’s issued and outstanding shares of Common Stock.
By virtue of the fact that (i) GA is the general partner of each of GenPar and CDA, (ii) GenPar is the general partner of GAP 84, (iii) the managing members authorized and empowered to vote and dispose of the securities held by GAPCO III and GAPCO IV are GA Managing Directors, (iv) the officers of GapStar are certain GA Managing Directors (v) the GA Managing Directors are authorized and empowered to vote and dispose of the securities held by KG and GmbH Management, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares of Common Stock, which each owns of record. As of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 2,836,140 shares of Common Stock (calculated on the basis of the number of shares of Common Stock which may be acquired by the Reporting Persons within 60 days), or 6.4% of the Company’s issued and outstanding shares of Common Stock.
(b) Each of the Reporting Persons has the shared power to direct the vote and the shared power to direct the disposition of the 2,836,140 shares of Common Stock that may be deemed to be owned beneficially by each of them.
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CUSIP No. 58733R102 |
Page 14 of 21 Pages |
SCHEDULE 13D
(c) Except as set forth herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock or Preferred Stock during the past 60 days.
(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.
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(e) |
Not Applicable. |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO THE ISSUER.
Not applicable.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
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Exhibit 1: |
Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
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CUSIP |
Page 15 of 21 Pages |
SCHEDULE 13D
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: November 12, 2009
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GENERAL ATLANTIC LLC |
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By: |
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Name: Matthew Nimetz |
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GENERAL ATLANTIC PARTNERS 84, L.P. |
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By: |
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Name: Matthew Nimetz |
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GAP COINVESTMENTS III, LLC |
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By: |
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Name: Matthew Nimetz |
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GAP COINVESTMENTS IV, LLC |
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By: |
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Name: Matthew Nimetz |
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CUSIP No. 58733R102 |
Page 16 of 21 Pages |
SCHEDULE 13D
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GAPSTAR, LLC |
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By: |
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Name: Matthew Nimetz |
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GAP COINVESTMENTS CDA, L.P. |
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By: |
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Name: Matthew Nimetz |
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GAPCO GMBH & CO. KG |
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By: |
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Name: Matthew Nimetz |
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GAPCO MANAGEMENT GMBH |
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By: |
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Name: Matthew Nimetz |
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CUSIP No. 58733R102 |
Page 17 of 21 Pages |
SCHEDULE 13D
EXHIBIT 1
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.
Dated: November 12, 2009
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GENERAL ATLANTIC LLC |
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By: |
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Name: Matthew Nimetz |
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GENERAL ATLANTIC PARTNERS 84, L.P. |
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By: |
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Name: Matthew Nimetz |
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CUSIP No. 58733R102 |
Page 18 of 21 Pages |
SCHEDULE 13D
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GAP COINVESTMENTS III, LLC |
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By: |
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Name: Matthew Nimetz |
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GAP COINVESTMENTS IV, LLC |
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By: |
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Name: Matthew Nimetz |
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GAPSTAR, LLC |
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By: |
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Name: Matthew Nimetz |
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GAP COINVESTMENTS CDA, L.P. |
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By: |
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Name: Matthew Nimetz |
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CUSIP No. 58733R102 |
Page 19 of 21 Pages |
SCHEDULE 13D
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GAPCO GMBH & CO. KG |
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By: |
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Name: Matthew Nimetz |
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GAPCO MANAGEMENT GMBH |
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By: |
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Name: Matthew Nimetz |
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CUSIP No. 58733R102 |
Page 20 of 21 Pages |
SCHEDULE 13D
Schedule A
General Atlantic Managing Directors
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Name |
Business Address |
Citizenship |
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Steven A. Denning (Chairman) |
3 Pickwick Plaza |
United States |
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William E. Ford (Chief Executive Officer) |
3 Pickwick Plaza |
United States |
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John Bernstein |
83 Pall Mall, Fourth Floor |
United Kingdom |
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H. Raymond Bingham |
228 Hamilton Avenue |
United States |
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Peter L. Bloom |
3 Pickwick Plaza |
United States |
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Mark F. Dzialga |
3 Pickwick Plaza |
United States |
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William O. Grabe |
3 Pickwick Plaza |
United States |
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Abhay Havaldar |
151 -152, 15th Floor |
India |
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David C. Hodgson |
3 Pickwick Plaza |
United States |
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Rene M. Kern |
3 Pickwick Plaza |
United States and Germany |
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Jonathan Korngold |
3 Pickwick Plaza |
United States |
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Christopher G. Lanning |
3 Pickwick Plaza |
United States |
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Jeff X. Leng |
Suite 2007-10, 20th Floor |
Hong Kong SAR |
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Anton J. Levy |
3 Pickwick Plaza |
United States |
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CUSIP No. 58733R102 |
Page 21 of 21 Pages |
SCHEDULE 13D
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Adrianna Ma |
3 Pickwick Plaza |
United States |
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Marc F. McMorris |
228 Hamilton Avenue |
United States |
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Thomas J. Murphy |
3 Pickwick Plaza |
United States |
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Matthew Nimetz |
3 Pickwick Plaza |
United States |
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Fernando Oliveira |
Av. Brigadeiro Faria Lima, 3729 5 andar São Paulo-SP, 04538-905 Brazil |
Brazil |
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Ranjit Pandit |
151-152, 15th Floor |
United States and India |
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Andrew C. Pearson |
3 Pickwick Plaza |
United States |
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Raul R. Rai |
151-152, 15th Floor |
India |
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David A. Rosenstein |
3 Pickwick Plaza |
United States |
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Sunish Sharma |
151-152, 15th Floor |
India |
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Tom C. Tinsley |
2401 Pennsylvania Avenue N.W. |
United States |
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Philip P. Trahanas |
3 Pickwick Plaza |
United States |
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Florian P. Wendelstadt |
83 Pall Mall, Fourth Floor |
Germany |