Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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NewView Capital Fund I, L.P.
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2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [DUOL]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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1201 HOWARD AVENUE, SUITE 101
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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BURLINGAME
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CA
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94010
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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NewView Capital Fund I, L.P.
1201 HOWARD AVENUE, SUITE 101
BURLINGAME, CA94010
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X
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NewView Capital Partners I, LLC
1201 HOWARD AVENUE, SUITE 101
BURLINGAME, CA94010
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X
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Viswanathan Ravi
1201 HOWARD AVENUE, SUITE 101
BURLINGAME, CA94010
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X
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Signatures
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NewView Capital Fund I, L.P., by: NewView Capital Partners I, LLC, its general partner, by: /s/ Ravi Viswanathan, Managing Member
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2022-06-28
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**Signature of Reporting Person
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Date
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NewView Capital Partners I, LLC, by: /s/ Ravi Viswanathan, Managing Member
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2022-06-28
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**Signature of Reporting Person
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Date
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/s/ Ravi Viswanathan
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2022-06-28
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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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 494,267 shares to its limited partners on a pro rata basis and 5,733 shares to its general partner, NewView Capital Partners I, LLC ("NewView Partners I").
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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 4,636 shares to its non-managing members and assignees and 1,097 shares to its managing member, Ravi Viswanathan, who holds such shares through MV Holdings 2009 Revocable Trust.
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(6)
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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.
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(7)
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Shares held by Ravi Viswanathan through MV Holdings 2009 Revocable Trust.
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