Sec Form 4 Filing - Durable Capital Partners LP @ Duolingo, Inc. - 2023-10-23

Insider filing report for Changes in Beneficial Ownership
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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
Durable Capital Partners LP
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)
4747 BETHESDA AVENUE #1002
3. Date of Earliest Transaction (MM/DD/YY)
10/23/2023
(Street)
BETHESDA, MD20814
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 10/23/2023 S 16,188 D $ 159.63 3,788,135 I See footnote 1 ( 1 )
Class A Common Stock 10/24/2023 S 12,351 D $ 161.54 3,775,784 I See footnote 1 ( 1 )
Class A Common Stock 10/24/2023 S 3,167 D $ 161.76 3,772,617 I See footnote 1 ( 1 )
Class A Common Stock 10/24/2023 S 8,929 D $ 161.05 3,763,688 I See footnote 1 ( 1 )
Class A Common Stock 10/24/2023 S 8,734 D $ 159.45 3,754,954 I See footnote 1 ( 1 )
Class A Common Stock 10/24/2023 S 2,488 D $ 159.14 3,752,466 I See footnote 1 ( 1 )
Class A Common Stock 10/24/2023 S 15,000 D $ 159.08 3,737,466 I See footnote 1 ( 1 )
Class A Common Stock 10/24/2023 S 614 D $ 161.13 3,736,852 I See footnote 1 ( 1 )
Class A Common Stock 10/24/2023 S 652 D $ 160.23 3,736,200 I See footnote 1 ( 1 )
Class A Common Stock 10/24/2023 S 512 D $ 159.33 3,735,688 I See footnote 1 ( 1 )
Class A Common Stock 10/24/2023 S 1,000 D $ 159.08 3,734,688 I See footnote 1 ( 1 )
Class A Common Stock 10/24/2023 S 1,000 D $ 159.04 3,733,688 I See footnote 1 ( 1 )
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
Durable Capital Partners LP
4747 BETHESDA AVENUE #1002
BETHESDA, MD20814
X
Signatures
Durable Capital Partners LPBy: Julie Jack, its Authorized Person 10/25/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are held directly by Durable Capital Master Fund LP ("Durable Capital Master Fund"). Durable Capital Partners LP ("Durable Capital") acts as the investment adviser to Durable Capital Master Fund and has sole voting power and sole investment power over the securities reported on this Form 4. Durable Capital Partners GP LLC ("Durable GP") is the general partner of Durable Capital, and Henry Ellenbogen is the chief investment officer of Durable Capital and the managing member of Durable GP. Each of Durable Capital Master Fund, Durable Capital, Durable GP and Mr. Ellenbogen disclaim beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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