Union Square Ventures 2012 Fund, L.P. - Jul 27, 2021 Form 3 Insider Report for Duolingo, Inc. (DUOL)

Role: 10%+ Owner
Signature: Union Square Ventures 2012 Fund, L.P. By: Union Square 2012 GP, L.L.C., its General Partner By: /s/ Brad Burnham, its Managing Member
Stock symbol: DUOL
Transactions as of: Jul 27, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/27/2021, 09:09 PM
Next filing: Aug 2, 2021

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 A Preferred Stock							Jul 27, 2021	Class B Common Stock	2.39M		See footnote	F1, F2, F3
holding	DUOL	Series A Preferred Stock							Jul 27, 2021	Class B Common Stock	92.6K		See footnote	F1, F2, F4
holding	DUOL	Series B Preferred Stock							Jul 27, 2021	Class B Common Stock	1.17M		See footnote	F2, F3, F5
holding	DUOL	Series B Preferred Stock							Jul 27, 2021	Class B Common Stock	45.1K		See footnote	F2, F4, F5

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

Explanation of Responses:

Id	Content
F1	The shares of Series A 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	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.
F3	Shares held by Union Square Ventures 2012 Fund, L.P. ("USV 2012 Fund").
F4	Shares held by USV Investors 2012 Fund, L.P. ("USV Investors 2012 Fund").
F5	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.