CapitalG 2014 LP - Nov 4, 2021 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
10%+ Owner
Signature
/s/ Bryan Keighery, as attorney-in-fact for CAPITALG 2014 LP
Stock symbol
DUOL
Transactions as of
Nov 4, 2021
Transactions value $
-$16,862,408
Form type
4
Date filed
2/10/2022, 03:36 PM
Previous filing
Sep 24, 2021
Next filing
Nov 23, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DUOL Class A Common Stock Conversion of derivative security +388K 388K Nov 4, 2021 See Footnotes F1, F2, F3
transaction DUOL Class A Common Stock Conversion of derivative security +324K 324K Nov 4, 2021 See Footnotes F1, F3, F4
transaction DUOL Class A Common Stock Sale -$1.04M -7.55K -1.94% $138.30 381K Nov 15, 2021 See Footnotes F2, F3, F5, F6
transaction DUOL Class A Common Stock Sale -$870K -6.29K -1.94% $138.30 318K Nov 15, 2021 See Footnotes F3, F4, F5, F6
transaction DUOL Class A Common Stock Sale -$806K -5.78K -1.52% $139.30 375K Nov 15, 2021 See Footnotes F2, F3, F5, F7
transaction DUOL Class A Common Stock Sale -$672K -4.83K -1.52% $139.30 313K Nov 15, 2021 See Footnotes F3, F4, F5, F7
transaction DUOL Class A Common Stock Sale -$1.74M -12.4K -3.3% $140.33 363K Nov 15, 2021 See Footnotes F2, F3, F5, F8
transaction DUOL Class A Common Stock Sale -$1.45M -10.3K -3.3% $140.33 303K Nov 15, 2021 See Footnotes F3, F4, F5, F8
transaction DUOL Class A Common Stock Sale -$665K -4.71K -1.3% $141.28 358K Nov 15, 2021 See Footnotes F2, F3, F5, F9
transaction DUOL Class A Common Stock Sale -$555K -3.93K -1.3% $141.28 299K Nov 15, 2021 See Footnotes F3, F4, F5, F9
transaction DUOL Class A Common Stock Sale -$388K -2.73K -0.76% $142.51 355K Nov 15, 2021 See Footnotes F2, F3, F5, F10
transaction DUOL Class A Common Stock Sale -$324K -2.27K -0.76% $142.51 296K Nov 15, 2021 See Footnotes F3, F4, F5, F10
transaction DUOL Class A Common Stock Sale -$266K -1.85K -0.52% $143.29 353K Nov 15, 2021 See Footnotes F2, F3, F5, F11
transaction DUOL Class A Common Stock Sale -$222K -1.55K -0.52% $143.29 295K Nov 15, 2021 See Footnotes F3, F4, F5, F11
transaction DUOL Class A Common Stock Sale -$257K -1.78K -0.5% $144.74 352K Nov 15, 2021 See Footnotes F2, F3, F5, F12
transaction DUOL Class A Common Stock Sale -$215K -1.48K -0.5% $144.74 293K Nov 15, 2021 See Footnotes F3, F4, F5, F12
transaction DUOL Class A Common Stock Sale -$2.27M -15.5K -4.42% $145.95 336K Nov 15, 2021 See Footnotes F2, F3, F5, F13
transaction DUOL Class A Common Stock Sale -$1.89M -13K -4.42% $145.95 280K Nov 15, 2021 See Footnotes F3, F4, F5, F13
transaction DUOL Class A Common Stock Sale -$1.26M -8.62K -2.56% $146.55 327K Nov 15, 2021 See Footnotes F2, F3, F5, F14
transaction DUOL Class A Common Stock Sale -$1.05M -7.19K -2.56% $146.55 273K Nov 15, 2021 See Footnotes F3, F4, F5, F14
transaction DUOL Class A Common Stock Sale -$298K -2.02K -0.62% $147.63 325K Nov 15, 2021 See Footnotes F2, F3, F5, F15
transaction DUOL Class A Common Stock Sale -$249K -1.68K -0.62% $147.63 271K Nov 15, 2021 See Footnotes F3, F4, F5, F15
transaction DUOL Class A Common Stock Sale -$170K -1.15K -0.35% $148.64 324K Nov 15, 2021 See Footnotes F2, F3, F5, F16
transaction DUOL Class A Common Stock Sale -$142K -955 -0.35% $148.64 270K Nov 15, 2021 See Footnotes F3, F4, F5, F16
transaction DUOL Class A Common Stock Sale -$16.4K -109 -0.03% $150.16 324K Nov 15, 2021 See Footnotes F2, F3, F5, F17
transaction DUOL Class A Common Stock Sale -$13.7K -91 -0.03% $150.16 270K Nov 15, 2021 See Footnotes F3, F4, F5, F17
transaction DUOL Class A Common Stock Sale -$16.6K -110 -0.03% $151.01 324K Nov 15, 2021 See Footnotes F2, F3, F5, F18
transaction DUOL Class A Common Stock Sale -$13.6K -90 -0.03% $151.01 270K Nov 15, 2021 See Footnotes F3, F4, F5, F18

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DUOL Class B Common Stock Conversion of derivative security -388K -29.11% 946K Nov 4, 2021 Class A Common Stock 388K See Footnotes F1, F2, F3
transaction DUOL Class B Common Stock Conversion of derivative security -324K -29.11% 789K Nov 4, 2021 Class A Common Stock 324K See Footnotes F1, F3, F4
holding DUOL Class B Common Stock 758K Nov 4, 2021 Class A Common Stock See Footnotes F3, F19, F20
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
F2 Shares held by CapitalG 2014 LP. CapitalG 2014 GP LLC, the general partner of CapitalG 2014 LP, Alphabet Holdings LLC, the managing member of CapitalG 2014 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2014 LP.
F3 Each of CapitalG 2014 GP LLC, CapitalG 2015 GP LLC, CapitalG II GP LLC, Alphabet Holdings LLC, XXVI Holdings Inc., and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
F4 Shares held by CapitalG 2015 LP. CapitalG 2015 GP LLC, the general partner of CapitalG 2015 LP, Alphabet Holdings LLC, the managing member of CapitalG 2015 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2015 LP.
F5 The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.
F6 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $137.88 to $138.84. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares sold at each separate price with respect to every sale reported in this filing.
F7 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $138.88 to $139.74.
F8 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $139.92 to $140.82.
F9 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $140.95 to $141.85.
F10 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $141.97 to $142.965.
F11 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $142.98 to $143.85.
F12 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $144.20 to $145.135.
F13 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $145.20 to $146.19.
F14 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $146.20 to $147.19.
F15 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $147.20 to $148.16.
F16 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $148.2425 to $149.00.
F17 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $150.00 to $150.325.
F18 Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $151.00 to $151.01.
F19 Shares held by CapitalG II LP. CapitalG II GP LLC, the general partner of CapitalG II LP, Alphabet Holdings LLC, the managing member of CapitalG II GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG II LP.
F20 No transaction is being reported. The holding of such shares by the reporting person was previously reported.