Filing Details

Accession Number:
0001628280-21-015226
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-08-02 21:53:29
Reporting Period:
2021-07-30
Accepted Time:
2021-08-02 21:53:29
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1562088 Duolingo Inc. DUOL Services-Prepackaged Software (7372) 453055872
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1652044 Alphabet Inc. 1600 Amphitheatre Parkway
Mountain View CA 94043
No No Yes No
1771167 Capitalg 2015 Lp 1600 Amphitheatre Parkway
Mountain View CA 94043
No No Yes No
1779076 Capitalg Ii Lp 1600 Amphitheatre Parkway
Mountain View CA 94043
No No Yes No
1779431 Capitalg 2015 Gp Llc 1600 Amphitheatre Parkway
Mountain View CA 94043
No No Yes No
1779462 Capitalg Ii Gp Llc 1600 Amphitheatre Parkway
Mountain View CA 94043
No No Yes No
1829123 Capitalg 2014 Gp Llc 1600 Amphitheatre Parkway
Mountain View CA 94043
No No Yes No
1829124 Capitalg 2014 Lp 1600 Amphitheatre Parkway
Mountain View CA 94043
No No Yes No
1847337 Alphabet Holdings Llc 1600 Amphitheatre Parkway
Mountain View CA 94043
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 2021-07-30 356,152 $0.00 356,152 No 4 C Indirect See footnotes
Class A Common Stock Disposition 2021-07-30 356,152 $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 D Preferred Stock Disposition 2021-07-30 1,690,436 $0.00 1,690,436 $0.00
Class A Common Stock Class B Common Stock Acquisiton 2021-07-30 1,690,436 $0.00 1,690,436 $0.00
Class A Common Stock Class B Common Stock Disposition 2021-07-30 356,152 $0.00 356,152 $0.00
Class B Common Stock Series D Preferred Stock Disposition 2021-07-30 1,112,941 $0.00 1,112,941 $0.00
Class A Common Stock Class B Common Stock Acquisiton 2021-07-30 1,112,941 $0.00 1,112,941 $0.00
Class B Common Stock Series F Preferred Stock Disposition 2021-07-30 758,146 $0.00 758,146 $0.00
Class A Common Stock Class B Common Stock Acquisiton 2021-07-30 758,146 $0.00 758,146 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
1,690,436 No 4 C Indirect
1,334,284 No 4 C Indirect
0 No 4 C Indirect
1,112,941 No 4 C Indirect
0 No 4 C Indirect
758,146 No 4 C Indirect
Footnotes
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.