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Filing Details

Accession Number:: 0001628280-21-015223
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-08-02 21:50:37
Reporting Period:: 2021-07-30

Accepted Time:: 2021-08-02 21:50:37
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1562088	Duolingo Inc.	DUOL	()	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1532179	Union Square Ventures 2012 Fund, L.p.	C/O Union Square Ventures 915 Broadway, 19Th Floor New York NY 10010		No	No	Yes	No
1537452	Usv Investors 2012 Fund, L.p.	C/O Union Square Ventures 915 Broadway, 19Th Floor New York NY 10010		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-07-30	713,823	$0.00	713,823	No	4	C	Indirect	See footnotes
Class A Common Stock	Disposition	2021-07-30	713,823	$102.00	0	No	4	S	Indirect	See footnotes
Class A Common Stock	Acquisiton	2021-07-30	27,615	$0.00	27,615	No	4	C	Indirect	See footnotes
Class A Common Stock	Disposition	2021-07-30	27,615	$102.00	0	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	S	Indirect	See footnotes
No	4	C	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Series A Preferred Stock	Disposition	2021-07-30	2,394,100	$0.00	2,394,100	$0.00
Class B Common Stock	Series B Preferred Stock	Disposition	2021-07-30	1,166,113	$0.00	1,166,113	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-07-30	3,560,213	$0.00	3,560,213	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-07-30	713,823	$0.00	713,823	$0.00
Class B Common Stock	Series A Preferred Stock	Disposition	2021-07-30	92,618	$0.00	92,618	$0.00
Class B Common Stock	Series B Preferred Stock	Disposition	2021-07-30	45,113	$0.00	45,113	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2021-07-30	137,731	$0.00	137,731	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-07-30	27,615	$0.00	27,615	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
3,560,213	No	4	C	Indirect
2,846,390	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
137,731	No	4	C	Indirect
110,116	No	4	C	Indirect

Footnotes

Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers further described in the Issuer's amended and restated certificate of incorporation and (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding.
Shares held by Union Square Ventures 2012 Fund, L.P. ("USV 2012 Fund").
Union Square 2012 GP, L.L.C. ("Union Square 2012" and together with affiliated entities, "Union Square Ventures") is the general partner of USV 2012 Fund and USV Investors 2012 Fund, and has sole voting and investment power with regard to the shares held by USV 2012 Fund and USV Investors 2012 Fund. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and, therefore, may be deemed to have shared voting and investment power with regard to the shares held directly by USV 2012 Fund and USV Investors 2012 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
Shares held by USV Investors 2012 Fund, L.P. ("USV Investors 2012 Fund").
Each share of Series A Preferred Stock and Series B Preferred Stock automatically converted on a 1-for-1 basis into the Issuer's Class B Common Stock immediately prior to the closing of the Issuer's initial public offering.