SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CapitalG 2014 LP

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/19/2021		S⁽¹⁾		2,935	D	$133.01⁽²⁾	244,469	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	11/19/2021		S⁽¹⁾		2,449	D	$133.01⁽²⁾	203,915	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	11/19/2021		S⁽¹⁾		7,526	D	$133.87⁽⁶⁾	236,943	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	11/19/2021		S⁽¹⁾		6,277	D	$133.87⁽⁶⁾	197,638	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	11/19/2021		S⁽¹⁾		2,327	D	$134.67⁽⁷⁾	236,616	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	11/19/2021		S⁽¹⁾		1,941	D	$134.67⁽⁷⁾	195,697	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	11/19/2021		S⁽¹⁾		4,284	D	$135.99⁽⁸⁾	230,332	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	11/19/2021		S⁽¹⁾		3,574	D	$135.99⁽⁸⁾	192,123	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	11/19/2021		S⁽¹⁾		120	D	$136.59⁽⁹⁾	230,212	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	11/19/2021		S⁽¹⁾		99	D	$136.59⁽⁹⁾	192,024	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	11/22/2021		S⁽¹⁾		1,254	D	$130.82⁽¹⁰⁾	228,958	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	11/22/2021		S⁽¹⁾		1,046	D	$130.82⁽¹⁰⁾	190,978	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	11/22/2021		S⁽¹⁾		19,505	D	$131.55⁽¹¹⁾	209,453	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	11/22/2021		S⁽¹⁾		16,270	D	$131.55⁽¹¹⁾	174,708	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	11/22/2021		S⁽¹⁾		9,578	D	$132.62⁽¹²⁾	199,875	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	11/22/2021		S⁽¹⁾		7,990	D	$132.62⁽¹²⁾	166,718	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	11/22/2021		S⁽¹⁾		35,094	D	$133.93⁽¹³⁾	164,781	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	11/22/2021		S⁽¹⁾		29,274	D	$133.93⁽¹³⁾	137,444	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	11/22/2021		S⁽¹⁾		115	D	$134.83⁽¹³⁾	164,666	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	11/22/2021		S⁽¹⁾		96	D	$134.83⁽¹⁴⁾	137,348	I	See Footnotes⁽⁴⁾⁽⁵⁾
Class A Common Stock	11/22/2021		S⁽¹⁾		110	D	$135.9	164,556	I	See Footnotes⁽³⁾⁽⁴⁾
Class A Common Stock	11/22/2021		S⁽¹⁾		90	D	$135.9	137,258	I	See Footnotes⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

CapitalG 2014 LP

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CapitalG 2014 GP LLC

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CapitalG 2015 LP

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Alphabet Holdings LLC

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Alphabet Inc.

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

CapitalG 2015 GP LLC

(Last)

(First)

(Middle)

1600 AMPHITHEATRE PARKWAY

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.

2. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $132.41 to $133.40. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares sold at each separate price with respect to every sale reported in this filing.

3. 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.

4. Each of CapitalG 2014 GP LLC, CapitalG 2015 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.

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. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $133.42 to $134.38.

7. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $134.42 to $135.27.

8. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $135.45 to $136.27.

9. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $136.58 to $136.60.

10. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $130.23 to $131.22.

11. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $131.24 to $131.96.

12. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $132.40 to $133.35.

13. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $133.40 to $134.38.

14. Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $134.81 to $135.21.

	/s/ Bryan Keighery, as attorney-in-fact for CAPITALG 2014 LP	02/10/2022
	/s/ Bryan Keighery, as attorney-in-fact for CAPITALG 2014 GP LLC	02/10/2022
	/s/ Bryan Keighery, as attorney-in-fact for CAPITALG 2015 LP	02/10/2022
	/s/ Bryan Keighery, as attorney-in-fact for CAPITALG 2015 GP LLC	02/10/2022
	/s/ Bryan Keighery, as attorney-in-fact for ALPHABET HOLDINGS LLC	02/10/2022
	/s/ Bryan Keighery, as attorney-in-fact for ALPHABET INC.	02/10/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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