Union Square Ventures 2012 Fund, L.P. - 15 Nov 2021 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
10%+ Owner
Signature
USV Investors 2012 Fund, L.P. By: Union Square 2012 GP, L.L.C., its General Partner By: /s/ Brad Burnham, its Managing Member
Issuer symbol
DUOL
Transactions as of
15 Nov 2021
Net transactions value
$0
Form type
4
Filing time
22 Dec 2021, 16:58:01 UTC
Previous filing
02 Aug 2021
SEC
View on sec.gov

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 +1,068,064 $0.000000 1,068,064 15 Nov 2021 See footnotes F1, F2, F3
transaction DUOL Class A Common Stock Other $0 -1,068,064 -100% $0.000000* 0 15 Nov 2021 See footnotes F2, F3, F4
transaction DUOL Class A Common Stock Conversion of derivative security $0 +41,319 $0.000000 41,319 15 Nov 2021 See footnotes F1, F3, F5
transaction DUOL Class A Common Stock Other $0 -41,319 -100% $0.000000* 0 15 Nov 2021 See footnotes F3, F5, F6

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 -1,068,064 -38% $0.000000 1,778,326 15 Nov 2021 Class A Common Stock 1,068,064 See footnote F1, F2, F3
transaction DUOL Class B Common Stock Conversion of derivative security $0 -41,319 -38% $0.000000 68,797 15 Nov 2021 Class A Common Stock 41,319 See footnotes F1, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 Shares held by Union Square Ventures 2012 Fund, L.P. ("USV 2012 Fund").
F3 Union Square 2012 GP, L.L.C. ("Union Square 2012" and together with affiliated entities, "Union Square Ventures") is the general partner of USV 2012 Fund and USV Investors 2012 Fund, and has sole voting and investment power with regard to the shares held by USV 2012 Fund and USV Investors 2012 Fund. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and, therefore, may be deemed to have shared voting and investment power with regard to the shares held directly by USV 2012 Fund and USV Investors 2012 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.
F4 Pro rata in-kind distribution for no consideration by USV 2012 Fund to its limited partners and general partner.
F5 Shares held by USV Investors 2012 Fund, L.P. ("USV Investors 2012 Fund").
F6 Pro rata in-kind distribution for no consideration by USV Investors 2012 Fund to its limited partners and general partner.