Duolingo (DUOL) Form 3 Duolingo / Ravi Viswanathan ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

NewView Capital Fund I, L.P.

(Last) (First) (Middle)

1201 HOWARD AVE., SUITE 101

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/27/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Class B Common Stock	4,916,730	(1)	I	See footnote(2)
Series C Preferred Stock	(3)	(3)	Class B Common Stock	147,894	(3)	I	See footnote(2)
Series D Preferred Stock	(4)	(4)	Class B Common Stock	175,211	(4)	I	See footnote(2)

1. Name and Address of Reporting Person^*

NewView Capital Fund I, L.P.

(Last) (First) (Middle)

1201 HOWARD AVE., SUITE 101

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NewView Capital Partners I, LLC

(Last) (First) (Middle)

1201 HOWARD AVE., SUITE 101

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Viswanathan Ravi

(Last) (First) (Middle)

1201 HOWARD AVE., SUITE 101

(Street)

BURLINGAME CA 94010

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Series B 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. 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. The shares of Series C 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.

4. 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.

Remarks:

	NEWVIEW CAPITAL FUND I, L.P., by: NewView Capital Partners I, LLC, by: /s/ Ravi Viswanathan, Managing Member	07/27/2021
	NEWVIEW CAPITAL PARTNERS I, LLC, /s/ Ravi Viswanathan, Managing Member	07/27/2021
	by: /s/ Ravi Viswanathan	07/27/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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