Sec Form 13G Filing - Costellis International Ltd filing for INTER & CO INC USD COM SH (INTR) - 2023-02-13

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SHARED VOTING POWER

-

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

SHARED VOTING POWER

-

Name of Issuer:

Inter & Co, Inc. (the “Issuer”)

Address of Issuer’s Principal Executive Offices:

Av Barbacena, 1.219, 22nd Floor

ZIP Code 30 190-131

Belo Horizonte – Minas Gerais State, Brazil

N ame of Persons Filing:

This Schedule 13G is being filed by (i) Rubens Menin Teixeira de Souza and (ii) Costellis International Limited (each a “Reporting Person” and collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

Pursuant to a Shareholders’ Agreement, dated as of June 13, 2022 (the “Shareholders’ Agreement”), among Rubens Menin Teixeira de Souza, SoftBank Group Corp., SBLA Holdings (Cayman) LP, João Vitor Nazareth Menin Teixeira de Souza (the “Parties”), Banco Inter S.A. and Inter & Co, Inc., Rubens Menin Teixeira de Souza has agreed to certain arrangements with respect to his Shares. By virtue of the Shareholders’ Agreement and the obligations and rights thereunder, the Reporting Persons in this Schedule 13G and the other Parties may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons expressly disclaim beneficial ownership over any Class A common shares that it may be deemed to beneficially own solely by reason of the Shareholders’ Agreement.

Address of Principal Business Office:

The principal business office of the Reporting Persons is Av. Barão Homem de Melo, No 2,222, 8º andar – Estoril, Belo Horizonte – Minas Gerais, Brazil, 30494-080. 

Citizenship:

See row 4 of the cover pages to this Schedule 13G of each Reporting Person.

Title of Class of Securities:

Class A Common Shares, par value $0.0000025 per share.

CUSIP Number:

G4R20B107

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; or

Item 4.

Ownership.

Amount Beneficially Owned:

See row 9 of the cover sheet.

Sole power to vote or to direct the vote:

See row 5 of the cover sheet of each Reporting Person.

Shared power to vote or to direct the vote:

See row 6 of the cover sheet of each Reporting Person.

Sole power to dispose or to direct the disposition of:

See row 7 of the cover sheet of each Reporting Person.

Shared power to dispose or direct the disposition of:

See row 8 of the cover sheet of each Reporting Person.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:

☐ 

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Identification and Classification of Members of the Group.

Not applicable.

Notice of Dissolution of Group.

Not applicable.

By: /s/ Rubens Menin Teixeira de Souza

By: /s/ Rubens Menin Teixeira de Souza

By: /s/ Rubens Menin Teixeira de Souza

By: /s/ Rubens Menin Teixeira de Souza