Duolingo, Inc. — Director's Dealing 2021

Aug 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2021-07-30

Reporting Person: KPCB DGF Associates, LLC (10% Owner)
Reporting Person: KPCB Digital Growth Founders Fund, LLC (10% Owner)
Reporting Person: KPCB Digital Growth Fund, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-30	Class A Common Stock	C	136152	—	Acquired	136152	Indirect
2021-07-30	Class A Common Stock	S	136152	$102	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-30	Series C Preferred Stock	$	C	2652949	Disposed		Class B Common Stock (2652949.0)	Indirect
2021-07-30	Series D Preferred Stock	$	C	70084	Disposed		Class B Common Stock (70084.0)	Indirect
2021-07-30	Class B Common Stock	$	C	2723033	Acquired		Class A Common Stock (2723033.0)	Indirect
2021-07-30	Class B Common Stock	$	C	136152	Disposed		Class A Common Stock (136152.0)	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: All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of KPCB DGF and KPCB DGF FF.

F3: 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.

F4: Each share of Series C Preferred Stock and Series D 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.

F5: 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").

F6: 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.

F7: Consists of (i) 2,566,731 shares of Class B Common Stock held by KPCB DGF and (ii) 156,302 shares Class B Common Stock held by KPCB DGF FF.

F8: Consists of (i) 2,438,394 shares of class B Common Stock held by KPCB DGF and (ii) 148,487 shares of Class B Common Stock held by KPCB DGF FF.