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3//SEC Filing

CapitalG 2015 GP LLC 3

Accession 0001628280-21-014596

CIK 0001562088other
View on SEC.govCompany Profile

Filed

Jul 26, 8:00 PM ET

Accepted

Jul 27, 9:11 PM ET

Size

21.1 KB

Accession

0001628280-21-014596

Insider Transaction Report

Form 3
Period: 2021-07-27
Duolingo, Inc.DUOL
CapitalG 2014 LP
10% Owner
Holdings

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,112,941 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,690,436 underlying)

  • Series F Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (758,146 underlying)
CapitalG 2015 GP LLC
10% Owner
Holdings

  • Series F Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (758,146 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,112,941 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,690,436 underlying)
CapitalG 2014 GP LLC
10% Owner
Holdings

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,690,436 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,112,941 underlying)

  • Series F Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (758,146 underlying)
CapitalG 2015 LP
10% Owner
Holdings

  • Series F Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (758,146 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,112,941 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,690,436 underlying)
CapitalG II GP LLC
10% Owner
Holdings

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,690,436 underlying)

  • Series F Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (758,146 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,112,941 underlying)
CapitalG II LP
10% Owner
Holdings

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,112,941 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,690,436 underlying)

  • Series F Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (758,146 underlying)
Alphabet Holdings LLC
10% Owner
Holdings

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,112,941 underlying)

  • Series F Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (758,146 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,690,436 underlying)
Alphabet Inc.
10% Owner
Holdings

  • Series F Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (758,146 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,112,941 underlying)

  • Series D Preferred Stock

    (indirect: See footnotes)
    → Class B Common Stock (1,690,436 underlying)
Footnotes (6)
  • [F1]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.
  • [F2]Each of CapitalG 2014 GP LLC, CapitalG 2015 GP LLC, CapitalG II GP LLC, Alphabet Holdings LLC, XXVI Holdings Inc., and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
  • [F3]Shares held by CapitalG 2014 LP. CapitalG 2014 GP LLC, the general partner of CapitalG 2014 LP, Alphabet Holdings LLC, the managing member of CapitalG 2014 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2014 LP.
  • [F4]Shares held by CapitalG 2015 LP. CapitalG 2015 GP LLC, the general partner of CapitalG 2015 LP, Alphabet Holdings LLC, the managing member of CapitalG 2015 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2015 LP.
  • [F5]The shares of Series F 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.
  • [F6]Shares held by CapitalG II LP. CapitalG II GP LLC, the general partner of CapitalG II LP, Alphabet Holdings LLC, the managing member of CapitalG II GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG II LP.

Documents

1 file

Issuer

Duolingo, Inc.

CIK 0001562088

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001779431

Filing Metadata

Form type
3
Filed
Jul 26, 8:00 PM ET
Accepted
Jul 27, 9:11 PM ET
Size
21.1 KB
View on SEC.gov