UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Duolingo, Inc |
| (Name of Issuer) |
| Class A common stock, par value $0.0001 per share |
| (Title of Class of Securities) |
| 26603R106 |
| (CUSIP Number) |
| December 31, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
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) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 2 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 3 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (SPV) GP, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 4 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners 100, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 5 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (DU), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 6 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) EU, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 7 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners (Lux) SCSp |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 8 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 9 of 27 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments III, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 10 of 27 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 11 of 27 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments V, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 12 of 27 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 13 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (Lux) SCSp |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 14 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (Lux) S.à r.l. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
CO |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 15 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic GenPar (Bermuda), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 16 of 27 |
| 1 |
NAME OF REPORTING PERSON
GAP (Bermuda) L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,849,286 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,849,286 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,849,286 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.5% |
|
| 12 |
TYPE OF REPORTING PERSON
CO |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 17 of 27 |
| ITEM 1. | (a) | NAME OF ISSUER |
| Duolingo, Inc. (the “Company”). | ||
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES | |
| 5900 Penn Avenue, Pittsburgh, Pennsylvania 15206. | ||
| ITEM 2. | (a) | NAMES OF PERSONS FILING |
| This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”): | ||
| (i) | General Atlantic, L.P.(“GA LP”) | |
| (ii) | General Atlantic (SPV) GP, LLC (“GA SPV”); | |
| (iii) | General Atlantic Partners 100, L.P. (“GAP 100”); | |
| (iv) | General Atlantic (DU), L.P. (“GA DU”); | |
| (v) | General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”); | |
| (vi) | General Atlantic Partners (Lux) SCSp (“GAP Lux”); | |
| (vii) | General Atlantic GenPar, L.P. (“GA GenPar”); | |
| (viii) | GAP Coinvestments III, LLC (“GAPCO III”); | |
| (ix) | GAP Coinvestments IV, LLC (“GAPCO IV”); | |
| (x) | GAP Coinvestments V, LLC (“GAPCO V”); | |
| (xi) | GAP Coinvestments CDA, L.P. (“GAPCO CDA”); | |
| (xii) | General Atlantic GenPar (Lux) SCSp (“GA GenPar Lux”); | |
| (xiii) | General Atlantic (Lux) S.à r.l. (“GA Lux”); | |
| (xiv) | General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”); and | |
| (xv) | GAP (Bermuda) L.P. (“GAP (Bermuda)”). | |
| GAP 100, GAP Bermuda EU, GAP Lux are collectively referred to as the “GA Funds.” GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the “Sponsor Coinvestment Funds.” | ||
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 18 of 27 |
| (b) | ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE | |
| The address of GAP Bermuda EU, GenPar Bermuda, and GAP (Bermuda) is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The address of GAP Lux, GA GenPar Lux and GA Lux is Luxembourg is 412F, Route d’Esch, L-2086 Luxembourg. The address of GAP 100, GA SPV, GA DU, GA GenPar, and GA LP and each of the Sponsor Coinvestment Funds is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. | ||
| (c) | CITIZENSHIP | |
| (i) | GA LP - Delaware | |
| (ii) | GA SPV – Delaware | |
| (iii) | GAP 100 - Delaware | |
| (iv) | GA DU - Delaware | |
| (v) | GAP Bermuda EU – Bermuda | |
| (vi) | GAP Lux - Luxembourg | |
| (vii) | GA GenPar - Delaware | |
| (viii) | GAPCO III - Delaware | |
| (ix) | GAPCO IV - Delaware | |
| (x) | GAPCO V - Delaware | |
| (xi) | GAPCO CDA - Delaware | |
| (xii) | GA GenPar Lux - Luxembourg | |
| (xiii) | GA Lux - Luxembourg | |
| (xiv) | GenPar Bermuda - Bermuda | |
| (xv) | GAP (Bermuda) – Bermuda | |
| (d) | TITLE OF CLASS OF SECURITIES | |
| Class A common stock, par value $0.0001 per share (the “Class A common shares”). | ||
| (e) | CUSIP NUMBER | |
| 26603R106 | ||
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 19 of 27 |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS: |
| Not applicable. |
| ITEM 4. | OWNERSHIP |
| As of December 31, 2021, the Reporting Persons owned the following number of the Company’s Class A common shares: |
| (i) | GA LP owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
| (ii) | GA SPV owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
| (iii) | GAP 100 owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
| (iv) | GAP DU owned of record 1,849,286 Class B common shares, each convertible at any time at the option of the holder into one Class A common share, convertible on a one-to-one basis into 10.5% of the issued and outstanding Class A common shares | |
| (v) | GAP Bermuda EU owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
| (vi) | GAP Lux owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 20 of 27 |
| (vii) | GA GenPar owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
| (viii) | GAPCO III owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
| (ix) | GAPCO IV owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
| (x) | GAPCO V owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
| (xi) | GAPCO CDA owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
| (xii) | GA GenPar Lux owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
| (xiii) | GA Lux owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
| (xiv) | GenPar Bermuda owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
| (xv) | GAP (Bermuda) owned of record no Class A common shares or 0.0% of the issued and outstanding Class A common shares | |
The GA Funds and the Sponsor Coinvestment Funds share beneficial ownership of the Class A common shares held of record by GA DU. The general partner of GA DU is GA SPV. The general partner of GAP Lux is GA GenPar Lux, and the general partner of GA GenPar Lux is GA Lux. GA LP, which is controlled by the Management Committee of GASC MGP, LLC (the “GA Management Committee”), is the managing member of GAPCO III, GAPCO IV, and GAPCO V, the general partner of GAPCO CDA, and is the sole member of GA SPV. The general partner of GAP Bermuda EU and the sole shareholder of GA Lux is GenPar Bermuda. GAP (Bermuda), which is also controlled by the GA Management Committee, is the general partner of GenPar Bermuda. The general partner of GAP 100 is GA GenPar, and the general partner of GA GenPar is GA LP. As of the date hereof, there are nine members of the GA Management Committee. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares that each owns of record. Each of the members of the GA Management Committee disclaims ownership of the Class A common shares reported herein except to the extent that he has a pecuniary interest therein. The name, the address and the citizenship of each of the members of the GA Management Committee as of the date hereof is attached hereto as Schedule A and is hereby incorporated by reference. | ||
| Amount Beneficially Owned: | ||
| By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own 1,849,286 Class A common shares. | ||
| Percentage Owned: | ||
| All calculations of percentage ownership herein are based on an aggregate of 17,646,124 Class A common shares outstanding, consisting of (i) 15,796,838 Class A common shares reported by the Company to be outstanding as of November 11, 2021 in its Form 10-Q filed with the U.S. Securities and Exchange Commission on November 12, 2021 and (ii) 1,849,286 Class A common shares issuable upon conversion of the Class B common shares owned by the Reporting Persons. | ||
| Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of: | ||
| (i) | Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the Class A common shares as indicated on such Reporting Person’s cover page included herein. | |
| (ii) | Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 1,849,286 Class A common shares that may be deemed to be owned beneficially by each of them. | |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not Applicable. |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 21 of 27 |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not Applicable. | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
| Not Applicable. | |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
See Item 4, which states the identity of the members of the group filing this Schedule 13G. | |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not Applicable. | |
| ITEM 10. | CERTIFICATION |
| Not Applicable. |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 22 of 27 |
Exhibit Index
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 23 of 27 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of February 11, 2022
GENERAL ATLANTIC, L.P. |
||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk |
|||
| Title: | Managing Director |
|||
| GENERAL ATLANTIC (SPV) GP, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS 100, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (DU), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 24 of 27 |
| GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner | |||
| By: | GAP (BERMUDA) L.P., its general partner | |||
| By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS (LUX) SCSP | ||||
| By: | GENERAL ATLANTIC GENPAR (LUX) SCSP, its general partner | |||
| By: | GENERAL ATLANTIC (LUX) S.À R.L., its general partner | |||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| /s/ Gregor Dalrymple | ||||
| Name: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC GENPAR, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 25 of 27 |
| GAP COINVESTMENTS III, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS IV, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS V, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS CDA, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 26 of 27 |
| GENERAL ATLANTIC GENPAR, (LUX) SCSP | ||||
| By: |
GENERAL ATLANTIC (LUX) S.À R.L., its general partner |
|||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC (LUX) S.À R.L. | ||||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC GENPAR (BERMUDA), L.P. | ||||
| By: | GAP (BERMUDA) L.P., its general partner | |||
| By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 26603R106 | SCHEDULE 13G | Page 27 of 27 |
| GAP (BERMUDA) L.P. | ||||
| By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
SCHEDULE A
Members of the GA Management Committee (as of the date hereof)
| Name | Address | Citizenship |
|
William E. Ford (Chief Executive Officer) |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Gabriel Caillaux |
23 Savile Row London W1S 2ET United Kingdom |
France |
| Andrew Crawford |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Martin Escobari |
55 East 52nd Street 33rd Floor New York, New York 10055 |
Bolivia and Brazil |
| Anton J. Levy |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Sandeep Naik |
Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960 |
United States |
| Graves Tompkins |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| N. Robbert Vorhoff |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Eric Zhang |
Suite 5704-5706, 57F Two IFC, 8 Finance Street Central, Hong Kong, China |
Hong Kong SAR |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.
Dated as of February 11, 2022
GENERAL ATLANTIC, L.P. |
||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk |
|||
| Title: | Managing Director |
|||
| GENERAL ATLANTIC (SPV) GP, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS 100, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (DU), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner | |||
| By: | GAP (BERMUDA) L.P., its general partner | |||
| By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS (LUX) SCSP | ||||
| By: | GENERAL ATLANTIC GENPAR (LUX) SCSP, its general partner | |||
| By: | GENERAL ATLANTIC (LUX) S.À R.L., its general partner | |||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| /s/ Gregor Dalrymple | ||||
| Name: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC GENPAR, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS III, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS IV, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS V, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS CDA, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC GENPAR, (LUX) SCSP | ||||
| By: |
GENERAL ATLANTIC (LUX) S.À R.L., its general partner |
|||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC (LUX) S.À R.L. | ||||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC GENPAR (BERMUDA), L.P. | ||||
| By: | GAP (BERMUDA) L.P., its general partner | |||
| By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP (BERMUDA) L.P. | ||||
| By: | GAP (BERMUDA) GP LIMITED, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||