| Item 1. | |
| (a) | Name of issuer:
Duolingo, Inc. |
| (b) | Address of issuer's principal executive offices:
5900 Penn Avenue, Pittsburgh, PA, 15206 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed on behalf of Severin Hacker (the "Reporting Person"). |
| (b) | Address or principal business office or, if none, residence:
The business address of the Reporting Person is c/o Duolingo, Inc., 5900 Penn Avenue, Pittsburgh, PA 15206. |
| (c) | Citizenship:
Switzerland |
| (d) | Title of class of securities:
Class A common stock, $0.0001 per share |
| (e) | CUSIP No.:
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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser 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);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations 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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information contained on the cover page to this Schedule 13G is incorporated by reference into this Item 4. The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of March 31, 2025, based upon 39,044,190 shares of Class A Common Stock outstanding as of February 26, 2025, based on the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28. 2025.
The Reporting Person is the beneficial owner of 3,198,316 shares of Class A Common Stock, which includes (i) 72 shares of Class A Common Stock held of record by the Reporting Person, (ii) 86,075 shares of Class A Common Stock underlying shares of Class B Common Stock held of record by the Reporting Person that are convertible at any time at the option of the holder into Class A Common Stock on a one-for-one basis, (iii) 165,252 shares of Class A Common Stock underlying stock options held of record by the Reporting Person that are exercisable prior to May 30, 2025, and (iv) 2,946,917 shares of Class A Common Stock underlying shares of Class B Common Stock that are held of record by SBH Trust and which are convertible at any time at the option of the holder into Class A Common Stock on a one-for-one basis. |
| (b) | Percent of class:
7.6% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
3198316
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
3198316
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(d)