KPCB DGF Associates, LLC - Mar 7, 2022 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
10%+ Owner
Signature
KPCB DGF Associates, LLC By: /s/ Susan Biglieri, Chief Financial Officer
Stock symbol
DUOL
Transactions as of
Mar 7, 2022
Transactions value $
$0
Form type
4
Date filed
3/9/2022, 07:03 PM
Previous filing
Aug 2, 2021

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 $0 +2.44M $0.00 2.44M Mar 7, 2022 See footnote F1
transaction DUOL Class A Common Stock Conversion of derivative security $0 +148K $0.00 148K Mar 7, 2022 See footnote F2
transaction DUOL Class A Common Stock Other $0 -943K -38.66% $0.00 1.5M Mar 7, 2022 See footnote F1, F3
transaction DUOL Class A Common Stock Other $0 -57.4K -38.66% $0.00 91.1K Mar 7, 2022 See footnote F2, F4
transaction DUOL Class A Common Stock Other $0 +306K $0.00 306K Mar 7, 2022 See footnote F5, F6
transaction DUOL Class A Common Stock Other $0 -279K -91.3% $0.00 26.6K Mar 7, 2022 See footnote F6, F7

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 $0 -2.44M -100% $0.00* 0 Mar 7, 2022 Class A Common Stock 2.44M SEE FOOTNOTE F1, F8
transaction DUOL Class B Common Stock Conversion of derivative security $0 -148K -100% $0.00* 0 Mar 7, 2022 Class A Common Stock 148K See footnote F2, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.