Sec Form 3 Filing - CapitalG 2014 LP @ Duolingo, Inc. - 2021-07-27

FORM 3 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 CapitalG 2014 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) 1600 AMPHITHEATRE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 07/27/2021 (Street) MOUNTAIN VIEW, CA94043 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

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 Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 1,690,436 I See footnotes ( 2 ) ( 3 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock 1,112,941 I See footnotes ( 2 ) ( 4 ) Series F Preferred Stock ( 5 ) ( 5 ) ( 5 ) Class B Common Stock 758,146 I See footnotes ( 2 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CapitalG 2014 LP 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X CapitalG 2014 GP LLC 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X CapitalG 2015 GP LLC 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X CapitalG 2015 LP 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X CapitalG II GP LLC 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X CapitalG II LP 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X Alphabet Holdings LLC 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X Alphabet Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X Signatures CAPITALG 2014 LP, By: CapitalG 2014 GP LLC its General Partner, By: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary 07/27/2021 Signature of Reporting Person Date CAPITALG 2014 GP LLC, By: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary 07/27/2021 Signature of Reporting Person Date CAPITALG 2015 LP, By: CapitalG 2015 GP LLC its General Partner, By: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary 07/27/2021 Signature of Reporting Person Date CAPITALG 2015 GP LLC, By: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary 07/27/2021 Signature of Reporting Person Date CAPITALG II LP, By: CapitalG II GP LLC its General Partner, By: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary 07/27/2021 Signature of Reporting Person Date CAPITALG II GP LLC, By: /s/ Jeremiah Gordon, Name: Jeremiah Gordon, Title: General Counsel and Secretary 07/27/2021 Signature of Reporting Person Date ALPHABET HOLDINGS LLC By: Name: Kathryn W. Hall Title: Secretary 07/27/2021 Signature of Reporting Person Date ALPHABET INC. Name: Kathryn W. Hall Title: Assistant Secretary 07/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Series D Preferred Stock of the Issuer will automatically convert on a 1-for-1 basis into Class B Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering. ( 2 )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. ( 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 )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. ( 5 )The shares of Series F Preferred Stock of the Issuer will automatically convert on a 1-for-1 basis into Class B Common Stock of the Issuer immediately prior to the closing of the Issuer's initial public offering. ( 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.

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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