Durable Capital Partners LP - 29 Dec 2021 Form 3 Insider Report for Duolingo, Inc. (DUOL)

Role: 10%+ Owner
Signature: Durable Capital Partners LP By: Julie Jack, its Authorized Person: /s/ Julie Jack
Issuer symbol: DUOL
Transactions as of: 29 Dec 2021
Net transactions value: $0
Form type: 3
Filing time: 03 Jan 2022, 20:38:10 UTC
Previous filing: 22 Dec 2021
Next filing: 03 Jan 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	DUOL	Class A Common Stock, $0.0001 par value per share						1,583,059	29 Dec 2021	See Footnote	F1

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
holding	DUOL	Class B Common Stock, $0.0001 par value per share							29 Dec 2021	Class A Common Stock, $0.0001 par value per share	414,981		See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 3. 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.
F2	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.

Content

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 3. 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.

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.