Union Square Ventures 2012 Fund, L.P.'s Form 4 filing
Duolingo, Inc. (DUOL) · filed Aug 2, 2021
- Accession no.
- 0001628280-21-015223
- Filed
- Aug 2, 2021, 9:50 PM ET
- Trade date
- Jul 30, 2021
- Filing delay
- 3 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 4 non-derivative transactions and 8 derivative transactions. Open-market sales total $75.6M. It was filed 3 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Union Square Ventures 2012 Fund, L.P.CIK 0001532179 | 10% Owner |
| USV Investors 2012 Fund, L.P.CIK 0001537452 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 30, 2021 | Class A Common Stock | CConversionAcquired | +713,823 | $0.00F1 | $0 | 713,823 | Indirect | |
| Jul 30, 2021 | Class A Common Stock | SSaleDisposed | −713,823 | $102.00 | −$72,809,946 | 0 | Indirect | |
| Jul 30, 2021 | Class A Common Stock | CConversionAcquired | +27,615 | $0.00F1 | $0 | 27,615 | Indirect | |
| Jul 30, 2021 | Class A Common Stock | SSaleDisposed | −27,615 | $102.00 | −$2,816,730 | 0 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jul 30, 2021 | Class B Common Stock | CConversionDisposed | −2,394,100 | –F5 | – | 0 | Indirect | |
| Jul 30, 2021 | Class B Common Stock | CConversionDisposed | −1,166,113 | –F5 | – | 0 | Indirect | |
| Jul 30, 2021 | Class A Common Stock | CConversionAcquired | +3,560,213 | –F1 | – | 3,560,213 | Indirect | |
| Jul 30, 2021 | Class A Common Stock | CConversionDisposed | −713,823 | –F1 | – | 2,846,390 | Indirect | |
| Jul 30, 2021 | Class B Common Stock | CConversionDisposed | −92,618 | –F5 | – | 0 | Indirect | |
| Jul 30, 2021 | Class B Common Stock | CConversionDisposed | −45,113 | –F5 | – | 0 | Indirect | |
| Jul 30, 2021 | Class A Common Stock | CConversionAcquired | +137,731 | –F1 | – | 137,731 | Indirect | |
| Jul 30, 2021 | Class A Common Stock | CConversionDisposed | −27,615 | –F1 | – | 110,116 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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.
Referenced by the price of 2 transactions in Table I and 4 transactions in Table II.
- F5
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.
Referenced by the price of 4 transactions in Table II.