3//SEC Filing
KPCB Digital Growth Fund, LLC 3
Accession 0001628280-21-014593
CIK 0001562088other
Filed
Jul 26, 8:00 PM ET
Accepted
Jul 27, 9:07 PM ET
Size
11.1 KB
Accession
0001628280-21-014593
Insider Transaction Report
Form 3
Duolingo, Inc.DUOL
Holdings
- (indirect: See footnote)
Series C Preferred Stock
→ Class B Common Stock (2,652,949 underlying) - (indirect: See footnote)
Series D Preferred Stock
→ Class B Common Stock (70,084 underlying)
KPCB Digital Growth Fund, LLC
10% Owner
Holdings
- (indirect: See footnote)
Series D Preferred Stock
→ Class B Common Stock (70,084 underlying) - (indirect: See footnote)
Series C Preferred Stock
→ Class B Common Stock (2,652,949 underlying)
KPCB DGF Associates, LLC
10% Owner
Holdings
- (indirect: See footnote)
Series C Preferred Stock
→ Class B Common Stock (2,652,949 underlying) - (indirect: See footnote)
Series D Preferred Stock
→ Class B Common Stock (70,084 underlying)
Footnotes (5)
- [F1]The shares of Series C Preferred Stock of the Issuer will automatically convert on a 1-for-1 basis into Class B Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering.
- [F2]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"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such entities.
- [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]The shares of Series D Preferred Stock of the Issuer will automatically convert on a 1-for-1 basis into Class B Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering.
- [F5]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. All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such entities.
Documents
Issuer
Duolingo, Inc.
CIK 0001562088
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001505782
Filing Metadata
- Form type
- 3
- Filed
- Jul 26, 8:00 PM ET
- Accepted
- Jul 27, 9:07 PM ET
- Size
- 11.1 KB