| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 02/15/2022 | J(1) | 500,000 | D | $0.00 | 4,739,835 | I | See Footnote(2) | ||
| Class A Common Stock | 02/15/2022 | J(3) | 5,732 | A | $0.00 | 5,732 | I | See Footnote(4) | ||
| Class A Common Stock | 02/15/2022 | J(5) | 5,732 | D | $0.00 | 0 | I | See Footnote(4) | ||
| Class A Common Stock | 02/15/2022 | J(6) | 1,096 | A | $0.00 | 1,096 | I | See Footnote(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents a pro-rata, in-kind distribution by NewView Capital Fund I, L.P. ("NewView Fund I") without additional consideration, to its partners. NewView Fund I distributed an aggregate of 494,268 shares to its limited partners on a pro rata basis and 5,732 shares to its general partner, NewView Capital Partners I, LLC ("NewView Partners I"). |
| 2. Shares held by NewView Capital Fund I, L.P. ("NewView Fund I"). NewView Capital Partners I, LLC is the general partner of NewView Fund I. Ravi Viswanathan is the managing member of NewView Capital Partners I, LLC and therefore may be deemed to hold voting and dispositive power over the shares held by NewView Fund I. Such managing member disclaims beneficial ownership of the shares held by NewView Fund I except to the extent of his pecuniary interest therein. |
| 3. Shares were acquired as part of a pro-rata, in-kind distribution by NewView Capital Fund I, L.P. ("NewView Fund I") without additional consideration, to its partners. |
| 4. Shares held by NewView Capital Partners I, LLC ("NewView Partners I"). Ravi Viswanathan is the managing member of NewView Partners I and therefore may be deemed to hold voting and dispositive power over the shares held by NewView Partners I. Such managing member disclaims beneficial ownership of the shares held by NewView Partners I except to the extent of his pecuniary interest therein. |
| 5. Represents a pro-rata, in-kind distribution by NewView Capital Partners I, LLC ("NewView Partners I") without additional consideration, to its members and assignees. NewView Partners I distributed an aggregate of 4,636 shares to its non-managing members and assignees and 1,096 shares to its managing member, Ravi Viswanathan. |
| 6. Shares were acquired as part of a pro-rata, in-kind distribution by NewView Capital Partners I, LLC ("NewView Partners I") without additional consideration, to its members and assignees. |
| 7. Shares held by Ravi Viswanathan. |
| Remarks: |
| NewView Capital Fund I, L.P., by: NewView Capital Partners I, LLC, its general partner, by: /s/ Ravi Viswanathan, Managing Member | 02/16/2022 | |
| NewView Capital Partners I, LLC, by: /s/ Ravi Viswanathan, Managing Member | 02/16/2022 | |
| /s/ Ravi Viswanathan | 02/16/2022 | |
| ** 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 4 (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. | ||