4//SEC Filing
KPCB Digital Growth Fund, LLC 4
Accession 0001628280-21-015225
CIK 0001562088other
Filed
Aug 1, 8:00 PM ET
Accepted
Aug 2, 9:52 PM ET
Size
21.6 KB
Accession
0001628280-21-015225
Insider Transaction Report
Form 4
Duolingo, Inc.DUOL
KPCB DGF Associates, LLC
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-07-30+136,152→ 136,152 total(indirect: See Footnotes) - Conversion
Series C Preferred Stock
2021-07-30−2,652,949→ 0 total(indirect: See Footnotes)→ Class B Common Stock (2,652,949 underlying) - Conversion
Series D Preferred Stock
2021-07-30−70,084→ 0 total(indirect: See Footnotes)→ Class B Common Stock (70,084 underlying) - Conversion
Class B Common Stock
2021-07-30+2,723,033→ 2,723,033 total(indirect: See Footnotes)→ Class A Common Stock (2,723,033 underlying) - Sale
Class A Common Stock
2021-07-30$102.00/sh−136,152$13,887,504→ 0 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-07-30−136,152→ 2,586,881 total(indirect: See Footnote)→ Class A Common Stock (136,152 underlying)
Transactions
- Sale
Class A Common Stock
2021-07-30$102.00/sh−136,152$13,887,504→ 0 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-07-30−136,152→ 2,586,881 total(indirect: See Footnote)→ Class A Common Stock (136,152 underlying) - Conversion
Series C Preferred Stock
2021-07-30−2,652,949→ 0 total(indirect: See Footnotes)→ Class B Common Stock (2,652,949 underlying) - Conversion
Series D Preferred Stock
2021-07-30−70,084→ 0 total(indirect: See Footnotes)→ Class B Common Stock (70,084 underlying) - Conversion
Class A Common Stock
2021-07-30+136,152→ 136,152 total(indirect: See Footnotes) - Conversion
Class B Common Stock
2021-07-30+2,723,033→ 2,723,033 total(indirect: See Footnotes)→ Class A Common Stock (2,723,033 underlying)
KPCB Digital Growth Fund, LLC
10% Owner
Transactions
- Conversion
Class B Common Stock
2021-07-30+2,723,033→ 2,723,033 total(indirect: See Footnotes)→ Class A Common Stock (2,723,033 underlying) - Sale
Class A Common Stock
2021-07-30$102.00/sh−136,152$13,887,504→ 0 total(indirect: See Footnotes) - Conversion
Class A Common Stock
2021-07-30+136,152→ 136,152 total(indirect: See Footnotes) - Conversion
Series C Preferred Stock
2021-07-30−2,652,949→ 0 total(indirect: See Footnotes)→ Class B Common Stock (2,652,949 underlying) - Conversion
Series D Preferred Stock
2021-07-30−70,084→ 0 total(indirect: See Footnotes)→ Class B Common Stock (70,084 underlying) - Conversion
Class B Common Stock
2021-07-30−136,152→ 2,586,881 total(indirect: See Footnote)→ Class A Common Stock (136,152 underlying)
Footnotes (8)
- [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.
Documents
Issuer
Duolingo, Inc.
CIK 0001562088
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001505782
Filing Metadata
- Form type
- 4
- Filed
- Aug 1, 8:00 PM ET
- Accepted
- Aug 2, 9:52 PM ET
- Size
- 21.6 KB