SEC Form SC 13G/A filed by Duolingo Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Duolingo Inc.
(Name of Issuer)
Class A common stock, $0.0001 per share
(Title of Class of Securities)
26603R106
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 26603R106
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Durable Capital Partners LP
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
| ||
| NUMBER OF | 5 | SOLE VOTING POWER
3,195,402 | |
SHARES BENEFICIALLY OWNED BY |
6 | SHARED VOTING POWER
0
| |
EACH REPORTING PERSON |
7 | SOLE DISPOSITIVE POWER
3,195,402
| |
| WITH: | 8 | SHARED DISPOSITIVE POWER
0 | |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,195,402
| ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
| ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
| ||
| Item 1(a). | Name of Issuer: |
Duolingo, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Duolingo, Inc.
5900 Penn Avenue
Pittsburgh, Pennsylvania 15206
| Item 2(a). | Names of Person Filing: |
The name of the person filing this report is:
Durable Capital Partners LP (the “Reporting Person”)
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of the Reporting Person is:
4747 Bethesda Avenue, Suite 1002
Bethesda, Maryland 20814
| Item 2(c). | Citizenship or Place of Organization: |
The Reporting Person is a limited partnership organized under the laws of the State of Delaware.
| Item 2(d). | Title of Class of Securities: |
Class A common stock, $0.0001 per share (“Common Stock”)
| Item 2(e). | CUSIP Number: |
26603R106
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☒ | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) | ☐ | A non-U.S. institution that is the functional equivalent of any of the institutions listed in § 240.13d-1 (b)(1)(ii)(A) through (I), so long as the non-U.S. institution is subject to a regulatory scheme that is substantially comparable to the regulatory scheme applicable to the equivalent U.S. institution. |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
| Item 4. | Ownership. |
The information required by this item with respect to the Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 35,797,739 outstanding shares of Common Stock as of November 7, 2023, as reported in the Issuer’s Form 10-Q filed on November 9, 2023.
Durable Capital Master Fund LP directly holds 3,195,402 shares of Common Stock (the “Shares”). The Reporting Person, as the investment adviser to Durable Capital Master Fund LP, has sole power to direct the vote and disposition of the Shares. Durable Capital Partners GP LLC (“Durable GP”) is the general partner of the Reporting Person, and Henry Ellenbogen is the chief investment officer of the Reporting Person and the managing member of Durable GP.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Inapplicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
See disclosure of relationships among parties under Item 4. The economic benefits of the Shares are shared based on agreements among the parties.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
See control and Shares holding disclosure in Item 4.
| Item 8. | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9. | Notice of Dissolution of Group. |
Inapplicable.
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 12, 2024
DURABLE CAPITAL PARTNERS LP
| By: | /s/ Julie Jack | ||
| Name: | Julie Jack | ||
| Title: | Authorized Person | ||