Duolingo, Inc. — Director's Dealing 2023

Feb 9, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2022-11-14

Reporting Person: Durable Capital Partners LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-14	Class A Common Stock	C	414981	—	Acquired	4156738	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-14	Class B Common Stock	$	C	414981	Disposed		Class A Common Stock (414981)	Indirect

Footnotes

F1: The shares of the Issuer's Class B Common Stock, $0.0001 par value per share ("Class B Common Stock"), are convertible into shares of the Issuer's Class A Common Stock, $0.0001 par value per share ("Class A Common Stock"), on a one-for-one basis at the option of the holder, and each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with any transfer that does not fall within an exception for transfers to affiliates, or on a date set by the board of directors following the date that the Class B Common Stock then outstanding ceases to represent at least 5% of the aggregate number of all shares of Common Stock then outstanding.

F2: The securities are held directly by Durable Capital Master Fund LP ("Durable Capital Master Fund"). Durable Capital Partners LP ("Durable Capital") acts as the investment adviser to Durable Capital Master Fund and has sole voting power and sole investment power over the securities reported on this Form 4. Durable Capital Partners GP LLC ("Durable GP") is the general partner of Durable Capital, and Henry Ellenbogen is the chief investment officer of Durable Capital and the managing member of Durable GP. Each of Durable Capital Master Fund, Durable Capital, Durable GP and Mr. Ellenbogen disclaim beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein.