Durable Capital Partners LP - Nov 14, 2022 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
10%+ Owner
Signature
/s/ Julie Jack - for Durable Capital Partners LP, By: Julie Jack, its Authorized Person
Stock symbol
DUOL
Transactions as of
Nov 14, 2022
Transactions value $
$0
Form type
4
Date filed
2/8/2023, 05:11 PM
Previous filing
Nov 14, 2022
Next filing
Dec 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DUOL Class A Common Stock Conversion of derivative security +415K +11.09% 4.16M Nov 14, 2022 See footnote F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DUOL Class B Common Stock Conversion of derivative security -415K -100% 0 Nov 14, 2022 Class A Common Stock 415K See footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.