Durable Capital Partners LP Holds 8.0% Stake in Duolingo

TL;DR

**Durable Capital Partners LP still owns 8.0% of Duolingo, showing continued institutional confidence.**

AI Summary

Durable Capital Partners LP, an investment firm based in Bethesda, MD, has updated its ownership stake in Duolingo Inc. as of December 31, 2023. The firm now beneficially owns 3,195,402 shares of Duolingo's Class A common stock, representing 8.0% of the company. This is an amendment (Amendment No. 3) to their previous filing, indicating a change in their holdings and signaling their continued significant, though slightly reduced, confidence in the language-learning company.

Why It Matters

This filing shows that a major institutional investor, Durable Capital Partners LP, still holds a substantial portion of Duolingo's stock, which can influence investor sentiment and stock stability.

Risk Assessment

Risk Level: low — This filing indicates a stable, significant institutional ownership, which generally reduces volatility and risk for other investors.

Analyst Insight

Investors should note that a major institutional investor, Durable Capital Partners LP, continues to hold a substantial 8.0% stake in Duolingo, suggesting ongoing confidence in the company's long-term prospects. While this filing doesn't indicate a new buy or sell, it confirms their continued significant presence, which can be a positive signal for stability.

Key Numbers

• 3,195,402 — shares beneficially owned (This is the total number of Class A common stock shares of Duolingo Inc. held by Durable Capital Partners LP as of December 31, 2023.)
• 8.0% — percentage of class (This represents the percentage of Duolingo Inc.'s Class A common stock owned by Durable Capital Partners LP, indicating a significant stake.)
• December 31, 2023 — date of event (This is the date as of which the ownership stake was calculated for this filing.)
• $0.0001 — par value per share (This is the stated par value of Duolingo Inc.'s Class A common stock.)

Key Players & Entities

• Durable Capital Partners LP (company) — the reporting person and investment firm
• Duolingo Inc. (company) — the subject company whose stock is being reported
• 06 Technology (company) — organization name associated with Duolingo
• Delaware (company) — state of incorporation for Durable Capital Partners LP
• Bethesda, MD (company) — business address for Durable Capital Partners LP
• Pittsburgh, PA (company) — business address for Duolingo, Inc.

Forward-Looking Statements

• Durable Capital Partners LP will maintain a significant, but potentially fluctuating, stake in Duolingo Inc. throughout 2024. (Durable Capital Partners LP) — medium confidence, target: December 31, 2024

FAQ

Key Financial Figures

• $0.0001 — Name of Issuer) Class A common stock, $0.0001 per share (Title of Class of Securiti

Filing Documents

• duolingo_sc13ga-123123.htm (SC 13G/A) — 62KB
• 0001999371-24-001933.txt ( ) — 64KB

(b). Address

Item 1(b). Address of Issuer’s Principal Executive Offices : Duolingo, Inc. 5900 Penn Avenue Pittsburgh, Pennsylvania 15206

(a). Names

Item 2(a). Names of Person Filing : The name of the person filing this report is: Durable Capital Partners LP (the “Reporting Person”)

(b). Address

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

(c). Citizenship

Item 2(c). Citizenship or Place of Organization : The Reporting Person is a limited partnership organized under the laws of the State of Delaware.

(d). Title

Item 2(d). Title of Class of Securities : Class A common stock, $0.0001 per share (“Common Stock”)

(e). CUSIP

Item 2(e). CUSIP Number : 26603R106

If

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).

Ownership

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.

Ownership

Item 5. Ownership of Five Percent or Less of a Class . Inapplicable.

Ownership

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.

Identification

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.

Identification

Item 8. Identification and Classification of Members of the Group . Inapplicable.

Notice

Item 9. Notice of Dissolution of Group . Inapplicable.

Certification

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 Date: February 12, 2024 DURABLE CAPITAL PARTNERS LP By: /s/ Julie Jack Name: Julie Jack Title: Authorized Person