Union Square Ventures 2012 Fund, L.P. 4

Accession 0001628280-21-015223

CIK 0001562088other

View on SEC.gov Company Profile

Filed

Aug 1, 8:00 PM ET

Accepted

Aug 2, 9:50 PM ET

Size

31.2 KB

Accession

0001628280-21-015223

Insider Transaction Report

Form 4

Period: 2021-07-30

Duolingo, Inc.DUOL

Union Square Ventures 2012 Fund, L.P.

10% Owner

Transactions

Conversion
Series A Preferred Stock
2021-07-30−2,394,100→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,394,100 underlying)
Conversion
Series A Preferred Stock
2021-07-30−92,618→ 0 total(indirect: See footnote)
→ Class B Common Stock (92,618 underlying)
Conversion
Class A Common Stock
2021-07-30+713,823→ 713,823 total(indirect: See footnotes)
Conversion
Class B Common Stock
2021-07-30−27,615→ 110,116 total(indirect: See footnotes)
→ Class A Common Stock (27,615 underlying)
Sale
Class A Common Stock
2021-07-30$102.00/sh−713,823$72,809,946→ 0 total(indirect: See footnotes)
Sale
Class A Common Stock
2021-07-30$102.00/sh−27,615$2,816,730→ 0 total(indirect: See footnotes)
Conversion
Class B Common Stock
2021-07-30+3,560,213→ 3,560,213 total(indirect: See footnotes)
→ Class A Common Stock (3,560,213 underlying)
Conversion
Class B Common Stock
2021-07-30−713,823→ 2,846,390 total(indirect: See footnote)
→ Class A Common Stock (713,823 underlying)
Conversion
Class B Common Stock
2021-07-30+137,731→ 137,731 total(indirect: See footnotes)
→ Class A Common Stock (137,731 underlying)
Conversion
Class A Common Stock
2021-07-30+27,615→ 27,615 total(indirect: See footnotes)
Conversion
Series B Preferred Stock
2021-07-30−1,166,113→ 0 total(indirect: See footnote)
→ Class B Common Stock (1,166,113 underlying)
Conversion
Series B Preferred Stock
2021-07-30−45,113→ 0 total(indirect: See footnote)
→ Class B Common Stock (45,113 underlying)

USV Investors 2012 Fund, L.P.

10% Owner

Transactions

Conversion
Series A Preferred Stock
2021-07-30−2,394,100→ 0 total(indirect: See footnote)
→ Class B Common Stock (2,394,100 underlying)
Sale
Class A Common Stock
2021-07-30$102.00/sh−27,615$2,816,730→ 0 total(indirect: See footnotes)
Conversion
Class B Common Stock
2021-07-30+3,560,213→ 3,560,213 total(indirect: See footnotes)
→ Class A Common Stock (3,560,213 underlying)
Conversion
Class B Common Stock
2021-07-30−713,823→ 2,846,390 total(indirect: See footnote)
→ Class A Common Stock (713,823 underlying)
Conversion
Series A Preferred Stock
2021-07-30−92,618→ 0 total(indirect: See footnote)
→ Class B Common Stock (92,618 underlying)
Conversion
Class B Common Stock
2021-07-30+137,731→ 137,731 total(indirect: See footnotes)
→ Class A Common Stock (137,731 underlying)
Conversion
Class A Common Stock
2021-07-30+713,823→ 713,823 total(indirect: See footnotes)
Sale
Class A Common Stock
2021-07-30$102.00/sh−713,823$72,809,946→ 0 total(indirect: See footnotes)
Conversion
Class A Common Stock
2021-07-30+27,615→ 27,615 total(indirect: See footnotes)
Conversion
Series B Preferred Stock
2021-07-30−1,166,113→ 0 total(indirect: See footnote)
→ Class B Common Stock (1,166,113 underlying)
Conversion
Series B Preferred Stock
2021-07-30−45,113→ 0 total(indirect: See footnote)
→ Class B Common Stock (45,113 underlying)
Conversion
Class B Common Stock
2021-07-30−27,615→ 110,116 total(indirect: See footnotes)
→ Class A Common Stock (27,615 underlying)

Footnotes (5)

[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]Shares held by USV Investors 2012 Fund, L.P. ("USV Investors 2012 Fund").
[F5]Each share of Series A Preferred Stock and Series B 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.

Documents

1 file

4
wf-form4_162795541271464.xmlPrimary
FORM 4

Issuer

Duolingo, Inc.

CIK 0001562088

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001532179

Filing Metadata

Form type: 4
Filed: Aug 1, 8:00 PM ET
Accepted: Aug 2, 9:50 PM ET
Size: 31.2 KB

View on SEC.gov