CapitalG 2014 LP - Jul 30, 2021 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: 10%+ Owner
Signature: CAPITALG 2014 LP, By: CapitalG 2014 GP LLC its General Partner, By: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary
Stock symbol: DUOL
Transactions as of: Jul 30, 2021
Transactions value $: -$36,327,504
Form type: 4
Date filed: 8/2/2021, 09:53 PM
Previous filing: Jul 27, 2021
Next filing: Sep 21, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DUOL	Class A Common Stock	Conversion of derivative security	$0	+356K		$0.00	356K	Jul 30, 2021	See footnotes	F1, F2, F3
transaction	DUOL	Class A Common Stock	Sale	-$36.3M	-356K	-100%	$102.00	0	Jul 30, 2021	See footnotes	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DUOL	Series D Preferred Stock	Conversion of derivative security		-1.69M	-100%		0	Jul 30, 2021	Class B Common Stock	1.69M		See footnotes	F2, F3, F4
transaction	DUOL	Class B Common Stock	Conversion of derivative security		+1.69M			1.69M	Jul 30, 2021	Class A Common Stock	1.69M		See footnotes	F1, F2, F3
transaction	DUOL	Class B Common Stock	Conversion of derivative security		-356K	-21.07%		1.33M	Jul 30, 2021	Class A Common Stock	356K		See footnotes	F1, F2, F3
transaction	DUOL	Series D Preferred Stock	Conversion of derivative security		-1.11M	-100%		0	Jul 30, 2021	Class B Common Stock	1.11M		See footnotes	F3, F4, F5
transaction	DUOL	Class B Common Stock	Conversion of derivative security		+1.11M			1.11M	Jul 30, 2021	Class A Common Stock	1.11M		See footnotes	F1, F3, F5
transaction	DUOL	Series F Preferred Stock	Conversion of derivative security		-758K	-100%		0	Jul 30, 2021	Class B Common Stock	758K		See footnotes	F3, F4, F6
transaction	DUOL	Class B Common Stock	Conversion of derivative security		+758K			758K	Jul 30, 2021	Class A Common Stock	758K		See footnotes	F1, F3, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 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.
F3	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.
F4	Each share of Series D Preferred Stock and Series F 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	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.
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.