Union Square Ventures 2012 Fund, L.P. - Jul 30, 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
Stock symbol
DUOL
Transactions as of
Jul 30, 2021
Transactions value $
-$75,626,676
Form type
4
Date filed
8/2/2021, 09:50 PM
Previous filing
Jul 27, 2021
Next filing
Dec 22, 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 +714K $0.00 714K Jul 30, 2021 See footnotes F1, F2, F3
transaction DUOL Class A Common Stock Sale -$72.8M -714K -100% $102.00 0 Jul 30, 2021 See footnotes F2, F3
transaction DUOL Class A Common Stock Conversion of derivative security $0 +27.6K $0.00 27.6K Jul 30, 2021 See footnotes F1, F3, F4
transaction DUOL Class A Common Stock Sale -$2.82M -27.6K -100% $102.00 0 Jul 30, 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 -2.39M -100% 0 Jul 30, 2021 Class B Common Stock 2.39M See footnote F2, F3, F5
transaction DUOL Series B Preferred Stock Conversion of derivative security -1.17M -100% 0 Jul 30, 2021 Class B Common Stock 1.17M See footnote F2, F3, F5
transaction DUOL Class B Common Stock Conversion of derivative security +3.56M 3.56M Jul 30, 2021 Class A Common Stock 3.56M See footnotes F1, F2, F3
transaction DUOL Class B Common Stock Conversion of derivative security -714K -20.05% 2.85M Jul 30, 2021 Class A Common Stock 714K See footnote F1, F2, F3
transaction DUOL Series A Preferred Stock Conversion of derivative security -92.6K -100% 0 Jul 30, 2021 Class B Common Stock 92.6K See footnote F3, F4, F5
transaction DUOL Series B Preferred Stock Conversion of derivative security -45.1K -100% 0 Jul 30, 2021 Class B Common Stock 45.1K See footnote F3, F4, F5
transaction DUOL Class B Common Stock Conversion of derivative security +138K 138K Jul 30, 2021 Class A Common Stock 138K See footnotes F1, F3, F4
transaction DUOL Class B Common Stock Conversion of derivative security -27.6K -20.05% 110K Jul 30, 2021 Class A Common Stock 27.6K 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.