Duolingo, Inc. — Director's Dealing 2022

Mar 10, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2022-03-07

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
2022-03-07	Class A Common Stock	C	2438394	—	Acquired	2438394	Indirect
2022-03-07	Class A Common Stock	C	148487	—	Acquired	148487	Indirect
2022-03-07	Class A Common Stock	J	942600	—	Disposed	1495794	Indirect
2022-03-07	Class A Common Stock	J	57400	—	Disposed	91087	Indirect
2022-03-07	Class A Common Stock	J	306075	—	Acquired	306075	Indirect
2022-03-07	Class A Common Stock	J	279439	—	Disposed	26636	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-07	Class B Common Stock	$	C	2438394	Disposed		Class A Common Stock (2438394)	Indirect
2022-03-07	Class B Common Stock	$	C	148487	Disposed		Class A Common Stock (148487)	Indirect

Footnotes

F1: All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of KPCB Digital Growth Fund, LLC ("KPCB DGF"). The managing member of KPCB DGF is KPCB DGF Associates, LLC ("KPCB DGF Associates"). L. John Doerr, Brook Byers, Mary Meeker, William "Bing" Gordon, a member of the Issuer's 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. Such managing members disclaim beneficial ownership of all shares held by KPCB DGF except to the extent of their pecuniary interest therein.

F2: All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the account of KPCB Digital Growth Founders Fund, LLC ("KPCB DGF FF"). The managing member of KPCB DGF FF is KPCB DGF Associates. L. John Doerr, Brook Byers, Mary Meeker, William "Bing" Gordon, a member of the Issuer's 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 FF. Such managing members disclaim beneficial ownership of all shares held by KPCB DGF FF except to the extent of their pecuniary interest therein.

F3: Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by KPCB DGF without consideration to its members (the "KPCB DGF Distribution").

F4: Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by KPCB DGF FF without consideration to its members (the "KPCB DGF FF Distribution").

F5: Represents a change in the form of ownership as a result of the receipt by KPCB DGF Associates of shares of Class A Common Stock in the KPCB DGF Distribution.

F6: All shares are held directly by KPCB DGF Associates. L. John Doerr, Brook Byers, Mary Meeker, William "Bing" Gordon, a member of the Issuer's 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 Associates. Such managing members disclaim beneficial ownership of all shares held by KPCB DGF Associates except to the extent of their pecuniary interest therein.

F7: Represents a pro-rata in-kind distribution of Class A Common Stock of the Issuer by KPCB DGF Associates without consideration to its members.

F8: 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.