Sec Form 4 Filing - Union Square Ventures 2012 Fund, L.P. @ Duolingo, Inc. - 2021-07-30

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 Union Square Ventures 2012 Fund, 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) C/O UNION SQUARE VENTURES, 915 BROADWAY, 19TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2021 (Street) NEW YORK, NY10010 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 07/30/2021 C 713,823 A $ 0 ( 1 ) 713,823 I See footnotes ( 2 ) ( 3 ) Class A Common Stock 07/30/2021 S 713,823 D $ 102 0 I See footnotes ( 2 ) ( 3 ) Class A Common Stock 07/30/2021 C 27,615 A $ 0 ( 1 ) 27,615 I See footnotes ( 3 ) ( 4 ) Class A Common Stock 07/30/2021 S 27,615 D $ 102 0 I See footnotes ( 3 ) ( 4 )

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 A Preferred Stock ( 5 ) 07/30/2021 C 2,394,100 ( 5 ) ( 5 ) Class B Common Stock 2,394,100 ( 5 ) 0 I See footnote ( 2 ) ( 3 ) Series B Preferred Stock ( 5 ) 07/30/2021 C 1,166,113 ( 5 ) ( 5 ) Class B Common Stock 1,166,113 ( 5 ) 0 I See footnote ( 2 ) ( 3 ) Class B Common Stock ( 1 ) 07/30/2021 C 3,560,213 ( 1 ) ( 1 ) Class A Common Stock 3,560,213 ( 1 ) 3,560,213 I See footnotes ( 2 ) ( 3 ) Class B Common Stock ( 1 ) 07/30/2021 C 713,823 ( 1 ) ( 1 ) Class A Common Stock 713,823 ( 1 ) 2,846,390 I See footnote ( 2 ) ( 3 ) Series A Preferred Stock ( 5 ) 07/30/2021 C 92,618 ( 5 ) ( 5 ) Class B Common Stock 92,618 ( 5 ) 0 I See footnote ( 3 ) ( 4 ) Series B Preferred Stock ( 5 ) 07/30/2021 C 45,113 ( 5 ) ( 5 ) Class B Common Stock 45,113 ( 5 ) 0 I See footnote ( 3 ) ( 4 ) Class B Common Stock ( 1 ) 07/30/2021 C 137,731 ( 1 ) ( 1 ) Class A Common Stock 137,731 ( 1 ) 137,731 I See footnotes ( 3 ) ( 4 ) Class B Common Stock ( 1 ) 07/30/2021 C 27,615 ( 1 ) ( 1 ) Class A Common Stock 27,615 ( 1 ) 110,116 I See footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Union Square Ventures 2012 Fund, L.P. C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY10010 X USV Investors 2012 Fund, L.P. C/O UNION SQUARE VENTURES 915 BROADWAY, 19TH FLOOR NEW YORK, NY10010 X Signatures Union Square Ventures 2012 Fund, L.P.By: Union Square 2012 GP, L.L.C., its General PartnerBy: /s/ Brad Burnham, its Managing Member 08/02/2021 Signature of Reporting Person Date USV Investors 2012 Fund, L.P.By: Union Square 2012 GP, L.L.C., its General PartnerBy: /s/ Brad Burnham, its Managing Member 08/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 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 Union Square Ventures 2012 Fund, L.P. ("USV 2012 Fund"). ( 3 )Union Square 2012 GP, L.L.C. ("Union Square 2012" and together with affiliated entities, "Union Square Ventures") is the general partner of USV 2012 Fund and USV Investors 2012 Fund, and has sole voting and investment power with regard to the shares held by USV 2012 Fund and USV Investors 2012 Fund. Fred Wilson, Brad Burnham, Albert Wenger, John Buttrick, and Andy Weissman are partners at Union Square Ventures and, therefore, may be deemed to have shared voting and investment power with regard to the shares held directly by USV 2012 Fund and USV Investors 2012 Fund. Each of these individuals disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any. ( 4 )Shares held by USV Investors 2012 Fund, L.P. ("USV Investors 2012 Fund"). ( 5 )Each share of Series A Preferred Stock and Series B 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.

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

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