NewView Capital Fund I, L.P. - 30 Jul 2021 Form 4 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: 30 Jul 2021
Net transactions value: $0
Form type: 4
Filing time: 02 Aug 2021, 21:51:34 UTC
Previous filing: 27 Jul 2021
Next filing: 16 Feb 2022
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
transaction	DUOL	Series B Preferred Stock	Conversion of derivative security		-4,916,730	-100%		0	30 Jul 2021	Class B Common Stock	4,916,730		See footnote	F1, F2
transaction	DUOL	Series C Preferred Stock	Conversion of derivative security		-147,894	-100%		0	30 Jul 2021	Class B Common Stock	147,894		See footnote	F1, F2
transaction	DUOL	Series D Preferred Stock	Conversion of derivative security		-175,211	-100%		0	30 Jul 2021	Class B Common Stock	175,211		See footnote	F1, F2
transaction	DUOL	Class B Common Stock	Conversion of derivative security		+5,239,835			5,239,835	30 Jul 2021	Class A Common Stock	5,239,835		See footnote	F2, F3

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

Explanation of Responses:

Id	Content
F1	Each share of Series B Preferred Stock, Series C Preferred Stock and Series D 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.
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	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.