CFO of Vinci Compass (NASDAQ: VINP) exercises RSUs and sells 3,520 shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Vinci Compass Investments Ltd. Chief Financial Officer Sergio Passos reported a mix of equity compensation and pre-planned share sales involving the company’s Class A common shares.
On May 8, he exercised 4,485 Restricted Stock Units (RSUs), receiving an equal number of Class A shares at a conversion price of $0.00, under an award agreement originally entered on August 10, 2022 pursuant to Rule 16b-3(d). Each RSU represents one Class A share upon settlement.
Related entity SPR Capital Ltd., through which Passos has indirect ownership, then conducted open-market sales under a pre-arranged Rule 10b5-1 trading plan. On May 11, SPR Capital sold 1,970 Class A shares at a weighted average price of $10.69, followed by 1,550 shares on May 12 at a weighted average price of $10.52, with prices in each trade executed across disclosed ranges. After these sales, SPR Capital’s indirect holdings stood at 290,481 shares, while another indirect vehicle, SPR Opportunity Investments, held 465,967 shares as of May 8. Passos also directly held 4,485 Class A shares and 17,941 RSUs following the RSU conversion.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 3,520 shares ($37,365)
Net Sell
5 txns
Insider
Ribeiro Sergio Passos
Role
Chief Financial Officer
Sold
3,520 shs ($37K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Shares | 1,550 | $10.52 | $16K |
| Sale | Class A Common Shares | 1,970 | $10.69 | $21K |
| Exercise | Restricted Stock Units (RSU) | 4,485 | $0.00 | -- |
| Exercise | Class A Common Shares | 4,485 | $0.00 | -- |
| holding | Class A Common Shares | -- | -- | -- |
Holdings After Transaction:
Class A Common Shares — 290,481 shares (Indirect, By: SPR Capital Ltd.);
Restricted Stock Units (RSU) — 17,941 shares (Direct, null);
Class A Common Shares — 4,485 shares (Direct, null)
Footnotes (1)
- The acquisition reported on this Form 4 was effected pursuant to the Rule 16b-3(d). These shares were vested in accordance with the Restricted Share Unit Award Agreement entered into between the reporting person and the Issuer on August 10, 2022. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 15, 2025. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.60 to $10.95, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (3) to this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.12 to $11.20, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4. Each RSU represents a contingent right to receive 1 of the issuer's Class A Shares upon settlement.
Key Figures
RSUs exercised: 4,485 units
Shares sold May 11: 1,970 shares at $10.69
Shares sold May 12: 1,550 shares at $10.52
+5 more
8 metrics
RSUs exercised
4,485 units
Converted into 4,485 Class A shares at $0.00 on May 8
Shares sold May 11
1,970 shares at $10.69
Indirect sale by SPR Capital Ltd., weighted average price
Shares sold May 12
1,550 shares at $10.52
Indirect sale by SPR Capital Ltd., weighted average price
Indirect holdings via SPR Capital
290,481 shares
Class A shares held indirectly after May 12 sales
Indirect holdings via SPR Opportunity
465,967 shares
Class A shares held indirectly as of May 8
Direct Class A shares
4,485 shares
Directly held after RSU conversion on May 8
RSUs outstanding
17,941 units
Restricted Stock Units remaining after 4,485-unit conversion
Net shares sold
3,520 shares
Total open-market sales across May 11–12
Key Terms
Rule 16b-3(d), Rule 10b5-1 trading plan, Restricted Stock Units (RSU), weighted average price, +1 more
5 terms
Rule 16b-3(d) regulatory
"The acquisition reported on this Form 4 was effected pursuant to the Rule 16b-3(d)."
Rule 16b-3(d) is a narrow SEC safe-harbor that shields company insiders (officers, directors and large shareholders) from liability for short‑swing profits when their buys or sells of company stock are made under a pre-established, written plan or contract that removes the insider’s ability to time trades. For investors, this matters because it permits predictable, automated insider transactions — like scheduled sales for diversification or payroll withholding — without triggering forced disgorgement, so such planned trades are treated differently from opportunistic insider trading.
Rule 10b5-1 trading plan regulatory
"The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Restricted Stock Units (RSU) financial
"security_title: "Restricted Stock Units (RSU)""
weighted average price financial
"The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
contingent right financial
"Each RSU represents a contingent right to receive 1 of the issuer's Class A Shares upon settlement."
FAQ
What did VINP CFO Sergio Passos do in this Form 4 filing?
Sergio Passos reported exercising 4,485 RSUs into Class A shares and indirect open-market sales totaling 3,520 shares via SPR Capital Ltd., all under disclosed SEC rules and award agreements, while retaining substantial direct and indirect holdings in Vinci Compass Investments Ltd.
What RSU activity did VINP’s CFO report in this Form 4?
Passos exercised 4,485 Restricted Stock Units, receiving 4,485 Class A shares at a $0.00 conversion price. The RSUs vested under an August 10, 2022 Restricted Share Unit Award Agreement, and each RSU represents a contingent right to receive one Class A share upon settlement.
What are Sergio Passos’s Vinci Compass (VINP) holdings after these transactions?
After the reported transactions, SPR Capital Ltd. held 290,481 Class A shares indirectly, SPR Opportunity Investments held 465,967 shares, and Passos directly held 4,485 Class A shares plus 17,941 RSUs, reflecting a sizable continuing economic interest in Vinci Compass Investments Ltd.
What do the weighted average prices mean in this VINP Form 4?
Weighted average prices of $10.69 and $10.52 indicate each sale consisted of multiple trades within specified price ranges. The filing notes the reporting person will provide full trade-by-trade pricing details to the issuer, shareholders, or SEC staff upon request.