Duolingo, Inc. — Director's Dealing 2021

Dec 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2021-11-15

Reporting Person: Union Square Ventures 2012 Fund, L.P. (10% Owner)
Reporting Person: USV Investors 2012 Fund, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-15	Class A Common Stock	C	1068064	—	Acquired	1068064	Indirect
2021-11-15	Class A Common Stock	J	1068064	—	Disposed	0	Indirect
2021-11-15	Class A Common Stock	C	41319	—	Acquired	41319	Indirect
2021-11-15	Class A Common Stock	J	41319	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-15	Class B Common Stock	$	C	1068064	Disposed		Class A Common Stock (1068064.0)	Indirect
2021-11-15	Class B Common Stock	$	C	41319	Disposed		Class A Common Stock (41319.0)	Indirect

Footnotes

F1: 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.

F2: Shares held by Union Square Ventures 2012 Fund, L.P. ("USV 2012 Fund").

F3: 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.

F4: Pro rata in-kind distribution for no consideration by USV 2012 Fund to its limited partners and general partner.

F5: Shares held by USV Investors 2012 Fund, L.P. ("USV Investors 2012 Fund").

F6: Pro rata in-kind distribution for no consideration by USV Investors 2012 Fund to its limited partners and general partner.