NewView Capital Fund I, L.P. - 27 Jul 2021 Form 3 Insider Report for Duolingo, Inc. (DUOL)

Role
10%+ Owner
Signature
NEWVIEW CAPITAL FUND I, L.P., by: NewView Capital Partners I, LLC, by: /s/ Ravi Viswanathan, Managing Member
Issuer symbol
DUOL
Transactions as of
27 Jul 2021
Net transactions value
$0
Form type
3
Filing time
27 Jul 2021, 21:08:29 UTC
Next filing
02 Aug 2021
SEC
View on sec.gov

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 Series B Preferred Stock 27 Jul 2021 Class B Common Stock 4,916,730 See footnote F1, F2
holding DUOL Series C Preferred Stock 27 Jul 2021 Class B Common Stock 147,894 See footnote F2, F3
holding DUOL Series D Preferred Stock 27 Jul 2021 Class B Common Stock 175,211 See footnote F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares of Series B Preferred Stock of the Issuer will automatically convert on a 1-for-1 basis into Class B Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering.
F2 Shares held by NewView Capital Fund I, L.P. ("NewView Fund I"). NewView Capital Partners I, LLC is the general partner of NewView Fund I. Ravi Viswanathan is the managing member of NewView Capital Partners I, LLC and therefore may be deemed to hold voting and dispositive power over the shares held by NewView Fund I. Such managing member disclaims beneficial ownership of the shares held by NewView Fund I except to the extent of his pecuniary interest therein.
F3 The shares of Series C Preferred Stock of the Issuer will automatically convert on a 1-for-1 basis into Class B Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering.
F4 The shares of Series D Preferred Stock of the Issuer will automatically convert on a 1-for-1 basis into Class B Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering.