Duolingo, Inc. — Director's Dealing 2021

Jul 28, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2021-07-27

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Class B Common Stock (2394100.0)		Indirect
Series A Preferred Stock	$		Class B Common Stock (92618.0)		Indirect
Series B Preferred Stock	$		Class B Common Stock (1166113.0)		Indirect
Series B Preferred Stock	$		Class B Common Stock (45113.0)		Indirect

Footnotes

F1: The shares of Series A Preferred Stock of the Issuer will automatically convert on a 1-for-1 basis into Class B Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering.

F2: 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.

F3: Shares held by Union Square Ventures 2012 Fund, L.P. ("USV 2012 Fund").

F4: Shares held by USV Investors 2012 Fund, L.P. ("USV Investors 2012 Fund").

F5: The shares of Series B Preferred Stock of the Issuer will automatically convert on a 1-for-1 basis into Class B Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering.