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: NewView Capital Fund I, L.P. (10% Owner)
Reporting Person: NewView Capital Partners I, LLC (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-30	Series B Preferred Stock	$	C	4916730	Disposed		Class B Common Stock (4916730.0)	Indirect
2021-07-30	Series C Preferred Stock	$	C	147894	Disposed		Class B Common Stock (147894.0)	Indirect
2021-07-30	Series D Preferred Stock	$	C	175211	Disposed		Class B Common Stock (175211.0)	Indirect
2021-07-30	Class B Common Stock	$	C	5239835	Acquired		Class A Common Stock (5239835.0)	Indirect

Footnotes

F1: Each share of Series B Preferred Stock, 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.

F2: 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.

F3: 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.