Union Square Ventures 2012 Fund, L.P. - 30 Jul 2021 Form 4 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
Issuer symbol: DUOL
Transactions as of: 30 Jul 2021
Net transactions value: -$75,626,676
Form type: 4
Filing time: 02 Aug 2021, 21:50:37 UTC
Previous filing: 27 Jul 2021
Next filing: 22 Dec 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	+713,823		$0.000000	713,823	30 Jul 2021	See footnotes	F1, F2, F3
transaction	DUOL	Class A Common Stock	Sale	$72,809,946	-713,823	-100%	$102.00	0	30 Jul 2021	See footnotes	F2, F3
transaction	DUOL	Class A Common Stock	Conversion of derivative security	$0	+27,615		$0.000000	27,615	30 Jul 2021	See footnotes	F1, F3, F4
transaction	DUOL	Class A Common Stock	Sale	$2,816,730	-27,615	-100%	$102.00	0	30 Jul 2021	See footnotes	F3, F4

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	Series A Preferred Stock	Conversion of derivative security		-2,394,100	-100%		0	30 Jul 2021	Class B Common Stock	2,394,100		See footnote	F2, F3, F5
transaction	DUOL	Series B Preferred Stock	Conversion of derivative security		-1,166,113	-100%		0	30 Jul 2021	Class B Common Stock	1,166,113		See footnote	F2, F3, F5
transaction	DUOL	Class B Common Stock	Conversion of derivative security		+3,560,213			3,560,213	30 Jul 2021	Class A Common Stock	3,560,213		See footnotes	F1, F2, F3
transaction	DUOL	Class B Common Stock	Conversion of derivative security		-713,823	-20%		2,846,390	30 Jul 2021	Class A Common Stock	713,823		See footnote	F1, F2, F3
transaction	DUOL	Series A Preferred Stock	Conversion of derivative security		-92,618	-100%		0	30 Jul 2021	Class B Common Stock	92,618		See footnote	F3, F4, F5
transaction	DUOL	Series B Preferred Stock	Conversion of derivative security		-45,113	-100%		0	30 Jul 2021	Class B Common Stock	45,113		See footnote	F3, F4, F5
transaction	DUOL	Class B Common Stock	Conversion of derivative security		+137,731			137,731	30 Jul 2021	Class A Common Stock	137,731		See footnotes	F1, F3, F4
transaction	DUOL	Class B Common Stock	Conversion of derivative security		-27,615	-20%		110,116	30 Jul 2021	Class A Common Stock	27,615		See footnotes	F1, F3, F4

* 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	Shares held by USV Investors 2012 Fund, L.P. ("USV Investors 2012 Fund").
F5	Each share of Series A Preferred Stock and Series B Preferred Stock automatically converted on a 1-for-1 basis into the Issuer's Class B Common Stock immediately prior to the closing of the Issuer's initial public offering.