4//SEC Filing
Union Square Ventures 2012 Fund, L.P. 4
Accession 0001562088-21-000069
CIK 0001562088other
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 5:58 PM ET
Size
18.1 KB
Accession
0001562088-21-000069
Insider Transaction Report
Form 4
Duolingo, Inc.DUOL
Transactions
- Conversion
Class A Common Stock
2021-11-15+1,068,064→ 1,068,064 total(indirect: See footnotes) - Other
Class A Common Stock
2021-11-15−1,068,064→ 0 total(indirect: See footnotes) - Conversion
Class A Common Stock
2021-11-15+41,319→ 41,319 total(indirect: See footnotes) - Other
Class A Common Stock
2021-11-15−41,319→ 0 total(indirect: See footnotes) - Conversion
Class B Common Stock
2021-11-15−1,068,064→ 1,778,326 total(indirect: See footnote)→ Class A Common Stock (1,068,064 underlying) - Conversion
Class B Common Stock
2021-11-15−41,319→ 68,797 total(indirect: See footnotes)→ Class A Common Stock (41,319 underlying)
USV Investors 2012 Fund, L.P.
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-11-15+1,068,064→ 1,068,064 total(indirect: See footnotes) - Other
Class A Common Stock
2021-11-15−1,068,064→ 0 total(indirect: See footnotes) - Conversion
Class A Common Stock
2021-11-15+41,319→ 41,319 total(indirect: See footnotes) - Other
Class A Common Stock
2021-11-15−41,319→ 0 total(indirect: See footnotes) - Conversion
Class B Common Stock
2021-11-15−1,068,064→ 1,778,326 total(indirect: See footnote)→ Class A Common Stock (1,068,064 underlying) - Conversion
Class B Common Stock
2021-11-15−41,319→ 68,797 total(indirect: See footnotes)→ Class A Common Stock (41,319 underlying)
Footnotes (6)
- [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]Pro rata in-kind distribution for no consideration by USV 2012 Fund to its limited partners and general partner.
- [F5]Shares held by USV Investors 2012 Fund, L.P. ("USV Investors 2012 Fund").
- [F6]Pro rata in-kind distribution for no consideration by USV Investors 2012 Fund to its limited partners and general partner.
Documents
Issuer
Duolingo, Inc.
CIK 0001562088
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001532179
Filing Metadata
- Form type
- 4
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 5:58 PM ET
- Size
- 18.1 KB