SEC Filing - Duolingo, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Union Square Ventures 2012 Fund, L.P.

(Last)

(First)

(Middle)

C/O UNION SQUARE VENTURES

915 BROADWAY, 19TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/30/2021		C		713,823	A	$0⁽¹⁾	713,823	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	07/30/2021		S		713,823	D	$102	0	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	07/30/2021		C		27,615	A	$0⁽¹⁾	27,615	I	See footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	07/30/2021		S		27,615	D	$102	0	I	See footnotes⁽³⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁵⁾	07/30/2021		C			2,394,100	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	2,394,100	⁽⁵⁾	0	I	See footnote⁽²⁾⁽³⁾
Series B Preferred Stock	⁽⁵⁾	07/30/2021		C			1,166,113	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	1,166,113	⁽⁵⁾	0	I	See footnote⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁾	07/30/2021		C		3,560,213		⁽¹⁾	⁽¹⁾	Class A Common Stock	3,560,213	⁽¹⁾	3,560,213	I	See footnotes⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁾	07/30/2021		C			713,823	⁽¹⁾	⁽¹⁾	Class A Common Stock	713,823	⁽¹⁾	2,846,390	I	See footnote⁽²⁾⁽³⁾
Series A Preferred Stock	⁽⁵⁾	07/30/2021		C			92,618	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	92,618	⁽⁵⁾	0	I	See footnote⁽³⁾⁽⁴⁾
Series B Preferred Stock	⁽⁵⁾	07/30/2021		C			45,113	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	45,113	⁽⁵⁾	0	I	See footnote⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	07/30/2021		C		137,731		⁽¹⁾	⁽¹⁾	Class A Common Stock	137,731	⁽¹⁾	137,731	I	See footnotes⁽³⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	07/30/2021		C			27,615	⁽¹⁾	⁽¹⁾	Class A Common Stock	27,615	⁽¹⁾	110,116	I	See footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Union Square Ventures 2012 Fund, L.P.

(Last)

(First)

(Middle)

C/O UNION SQUARE VENTURES

915 BROADWAY, 19TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

USV Investors 2012 Fund, L.P.

(Last)

(First)

(Middle)

C/O UNION SQUARE VENTURES

915 BROADWAY, 19TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. Shares held by Union Square Ventures 2012 Fund, L.P. ("USV 2012 Fund").

3. 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.

4. Shares held by USV Investors 2012 Fund, L.P. ("USV Investors 2012 Fund").

5. 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.

Remarks:

	Union Square Ventures 2012 Fund, L.P. By: Union Square 2012 GP, L.L.C., its General Partner By: /s/ Brad Burnham, its Managing Member	08/02/2021
	USV Investors 2012 Fund, L.P. By: Union Square 2012 GP, L.L.C., its General Partner By: /s/ Brad Burnham, its Managing Member	08/02/2021
	** Signature of Reporting Person	Date
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