Sec Form 4 Filing - NewView Capital Fund I, L.P. @ Duolingo, Inc. - 2022-07-08

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
NewView Capital Fund I, L.P.
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)
(Last) (First) (Middle)
1201 HOWARD AVENUE, SUITE 101
3. Date of Earliest Transaction (MM/DD/YY)
07/08/2022
(Street)
BURLINGAME, CA94010
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Class A Common Stock 07/08/2022 J( 1 ) 1,000,000 D $ 0 2,239,835 I See Footnote( 2 )
Class A Common Stock 07/08/2022 J( 3 ) 11,466 A $ 0 11,466 I See Footnote( 4 )
Class A Common Stock 07/08/2022 J( 5 ) 11,466 D $ 0 0 I See Footnote( 4 )
Class A Common Stock 07/08/2022 J( 6 ) 2,200 A $ 0 6,587 I See Footnote( 7 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NewView Capital Fund I, L.P.
1201 HOWARD AVENUE, SUITE 101
BURLINGAME, CA94010
X
NewView Capital Partners I, LLC
1201 HOWARD AVENUE, SUITE 101
BURLINGAME, CA94010
X
Viswanathan Ravi
1201 HOWARD AVENUE, SUITE 101
BURLINGAME, CA94010
X
Signatures
NewView Capital Fund I, L.P., by: NewView Capital Partners I, LLC, its general partner, by: /s/ Ravi Viswanathan, Managing Member 07/12/2022
Signature of Reporting Person Date
NewView Capital Partners I, LLC, by: /s/ Ravi Viswanathan, Managing Member 07/12/2022
Signature of Reporting Person Date
/s/ Ravi Viswanathan 07/12/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a pro-rata, in-kind distribution by NewView Capital Fund I, L.P. ("NewView Fund I") without additional consideration, to its partners. NewView Fund I distributed an aggregate of 988,534 shares to its limited partners on a pro rata basis and 11,466 shares to its general partner, NewView Capital Partners I, LLC ("NewView Partners I").
( 2 )Shares held by NewView Capital Fund I, L.P. ("NewView Fund I"). NewView Capital Partners I, LLC is the general partner of NewView Fund I. Ravi Viswanathan is the managing member of NewView Capital Partners I, LLC and therefore may be deemed to hold voting and dispositive power over the shares held by NewView Fund I. Such managing member disclaims beneficial ownership of the shares held by NewView Fund I except to the extent of his pecuniary interest therein.
( 3 )Shares were acquired as part of a pro-rata, in-kind distribution by NewView Capital Fund I, L.P. ("NewView Fund I") without additional consideration, to its partners.
( 4 )Shares held by NewView Capital Partners I, LLC ("NewView Partners I"). Ravi Viswanathan is the managing member of NewView Partners I and therefore may be deemed to hold voting and dispositive power over the shares held by NewView Partners I. Such managing member disclaims beneficial ownership of the shares held by NewView Partners I except to the extent of his pecuniary interest therein.
( 5 )Represents a pro-rata, in-kind distribution by NewView Capital Partners I, LLC ("NewView Partners I") without additional consideration, to its members and assignees. NewView Partners I distributed an aggregate of 9,266 shares to its non-managing members and assignees and 2,200 shares to its managing member, Ravi Viswanathan, who holds such shares through MV Holdings 2009 Revocable Trust.
( 6 )Shares were acquired as part of a pro-rata, in-kind distribution by NewView Capital Partners I, LLC ("NewView Partners I") without additional consideration, to its members and assignees.
( 7 )Shares held by Ravi Viswanathan through MV Holdings 2009 Revocable Trust.

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