KPCB DGF Associates, LLC - Jul 30, 2021 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
10%+ Owner
Signature
KPCB Digital Growth Fund, LLC By: KPCB DGF Associates, LLC, Its Managing Member, By: /s/ Susan Biglieri, Chief Financial Officer
Stock symbol
DUOL
Transactions as of
Jul 30, 2021
Transactions value $
-$13,887,504
Form type
4
Date filed
8/2/2021, 09:52 PM
Previous filing
Jul 27, 2021
Next filing
Mar 9, 2022

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 +136K $0.00 136K Jul 30, 2021 See Footnotes F1, F2, F3
transaction DUOL Class A Common Stock Sale -$13.9M -136K -100% $102.00 0 Jul 30, 2021 See Footnotes F2, F3

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 C Preferred Stock Conversion of derivative security -2.65M -100% 0 Jul 30, 2021 Class B Common Stock 2.65M See Footnotes F2, F3, F4, F5
transaction DUOL Series D Preferred Stock Conversion of derivative security -70.1K -100% 0 Jul 30, 2021 Class B Common Stock 70.1K See Footnotes F2, F3, F4, F6
transaction DUOL Class B Common Stock Conversion of derivative security +2.72M 2.72M Jul 30, 2021 Class A Common Stock 2.72M See Footnotes F1, F2, F3, F7
transaction DUOL Class B Common Stock Conversion of derivative security -136K -5% 2.59M Jul 30, 2021 Class A Common Stock 136K See Footnote F1, F2, F3, F8
* 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 All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of KPCB DGF and KPCB DGF FF.
F3 The managing member of KPCB DGF and KPCB DGF FF is KPCB DGF Associates, LLC ("KPCB DGF Associates"). L. John Doerr, Brook Byers, Mary Meeker, William "Bing" Gordon, a member of our board of directors, and Theodore E. Schlein, the managing members of KPCB DGF Associates, exercise shared voting and dispositive control over the shares held by KPCB DGF and KPCB DGF FF. Such managing members disclaim beneficial ownership of all shares held by KPCB DGF and KPCB DGF FF except to the extent of their pecuniary interest therein.
F4 Each share of 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.
F5 Consists of (i) 2,500,670 shares of Series C Preferred Stock held by KPCB Digital Growth Fund, LLC ("KPCB DGF"), and (ii) 152,279 shares of Series C Preferred Stock held by KPCB Digital Growth Founders Fund, LLC ("KPCB DGF FF").
F6 Consists of (i) 66,061 shares of Series D Preferred Stock held by KPCB DGF and (ii) 4,023 shares of Series D Preferred Stock held by KPCB DGF FF.
F7 Consists of (i) 2,566,731 shares of Class B Common Stock held by KPCB DGF and (ii) 156,302 shares Class B Common Stock held by KPCB DGF FF.
F8 Consists of (i) 2,438,394 shares of class B Common Stock held by KPCB DGF and (ii) 148,487 shares of Class B Common Stock held by KPCB DGF FF.