SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* KPCB DGF Associates, LLC (Last) (First) (Middle) C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/27/2021	3. Issuer Name and Ticker or Trading Symbol Duolingo, Inc. [ DUOL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	(1)	Class B Common Stock	2,652,949	(1)	I	See footnote(2)(3)
Series D Preferred Stock	(4)	(4)	Class B Common Stock	70,084	(4)	I	See footnote(3)(5)

1. Name and Address of Reporting Person* KPCB DGF Associates, LLC (Last) (First) (Middle) C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* KPCB Digital Growth Fund, LLC (Last) (First) (Middle) C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD (STREET) (Street) MENLO PARK CA 94025 (City) (State) (Zip)

1. Name and Address of Reporting Person* KPCB Digital Growth Founders Fund, LLC (Last) (First) (Middle) C/O KLEINER PERKINS CAUFIELD & BYERS 2750 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip)

Explanation of Responses:

1. The shares of Series C Preferred Stock of the Issuer will automatically convert on a 1-for-1 basis into Class B Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering.

2. Consists of (i) 2,500,670 shares of Series C Preferred Stock held by KPCB Digital Growth Fund, LLC ("KPCB DGF"), and (ii) 152,279 shares of Series C Preferred Stock held by KPCB Digital Growth Founders Fund, LLC ("KPCB DGF FF"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such entities.

3. The managing member of KPCB DGF and KPCB DGF FF is KPCB DGF Associates, LLC ("KPCB DGF Associates"). L. John Doerr, Brook Byers, Mary Meeker, William "Bing" Gordon, a member of our board of directors, and Theodore E. Schlein, the managing members of KPCB DGF Associates, exercise shared voting and dispositive control over the shares held by KPCB DGF and KPCB DGF FF. Such managing members disclaim beneficial ownership of all shares held by KPCB DGF and KPCB DGF FF except to the extent of their pecuniary interest therein.

4. The shares of Series D Preferred Stock of the Issuer will automatically convert on a 1-for-1 basis into Class B Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering.

5. Consists of (i) 66,061 shares of Series D Preferred Stock held by KPCB DGF and (ii) 4,023 shares of Series D Preferred Stock held by KPCB DGF FF. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such entities.

Remarks:

	KPCB DGF Associates, LLC By: /s/ Susan Biglieri, Chief Financial Officer	07/27/2021
	KPCB Digital Growth Fund, LLC By: KPCB DGF Associates, LLC, Its Managing Member, By: /s/ Susan Biglieri, Chief Financial Officer	07/27/2021
	KPCB Digital Growth Founders Fund, LLC By: KPCB DGF Associates, LLC, Its Managing Member, By: /s/ Susan Biglieri, Chief Financial Officer	07/27/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.