Filing Details
- Accession Number:
- 0001628280-21-015225
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-08-02 21:52:29
- Reporting Period:
- 2021-07-30
- Accepted Time:
- 2021-08-02 21:52:29
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1562088 | Duolingo Inc. | DUOL | () | DE |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1505782 | Kpcb Digital Growth Fund, Llc | C/O Kleiner Perkins Caufield &Amp; Byers 2750 Sand Hill Road (Street) Menlo Park CA 94025 | No | No | Yes | No | |
| 1537345 | Kpcb Dgf Associates, Llc | C/O Kleiner Perkins Caufield &Amp; Byers 2750 Sand Hill Road Menlo Park CA 94025 | No | No | Yes | No | |
| 1537347 | Kpcb Digital Growth Founders Fund, Llc | C/O Kleiner Perkins Caufield &Amp; Byers 2750 Sand Hill Road Menlo Park CA 94025 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2021-07-30 | 136,152 | $0.00 | 136,152 | No | 4 | C | Indirect | See Footnotes |
| Class A Common Stock | Disposition | 2021-07-30 | 136,152 | $102.00 | 0 | No | 4 | S | Indirect | See Footnotes |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | S | Indirect | See Footnotes |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Series C Preferred Stock | Disposition | 2021-07-30 | 2,652,949 | $0.00 | 2,652,949 | $0.00 |
| Class B Common Stock | Series D Preferred Stock | Disposition | 2021-07-30 | 70,084 | $0.00 | 70,084 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2021-07-30 | 2,723,033 | $0.00 | 2,723,033 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2021-07-30 | 136,152 | $0.00 | 136,152 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect | ||
| 2,723,033 | No | 4 | C | Indirect | ||
| 2,586,881 | No | 4 | C | Indirect |
Footnotes
- 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.
- 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.
- 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.
- 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.
- 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").
- 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.
- 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.
- 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.
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