Hacker Severin - 15 Nov 2021 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Signature
/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker
Issuer symbol
DUOL
Transactions as of
15 Nov 2021
Net transactions value
-$4,332,421
Form type
4
Filing time
17 Nov 2021, 15:51:31 UTC
Previous filing
22 Sep 2021
Next filing
10 Dec 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 $0 +30,000 $0.000000 30,000 15 Nov 2021 See footnote F1
transaction DUOL Class A Common Stock Sale $339,052 -2,454 -8.2% $138.16 27,546 15 Nov 2021 See footnote F1, F2, F3
transaction DUOL Class A Common Stock Sale $198,270 -1,422 -5.2% $139.43 26,124 15 Nov 2021 See footnote F1, F2, F4
transaction DUOL Class A Common Stock Sale $534,894 -3,811 -15% $140.36 22,313 15 Nov 2021 See footnote F1, F2, F5
transaction DUOL Class A Common Stock Sale $223,105 -1,579 -7.1% $141.30 20,734 15 Nov 2021 See footnote F1, F2, F6
transaction DUOL Class A Common Stock Sale $44,801 -314 -1.5% $142.68 20,420 15 Nov 2021 See footnote F1, F2, F7
transaction DUOL Class A Common Stock Sale $57,387 -400 -2% $143.47 20,020 15 Nov 2021 See footnote F1, F2, F8
transaction DUOL Class A Common Stock Sale $831,963 -5,729 -29% $145.22 14,291 15 Nov 2021 See footnote F1, F2, F9
transaction DUOL Class A Common Stock Sale $1,092,121 -7,471 -52% $146.18 6,820 15 Nov 2021 See footnote F1, F2, F10
transaction DUOL Class A Common Stock Sale $327,300 -2,225 -33% $147.10 4,595 15 Nov 2021 See footnote F1, F2, F11
transaction DUOL Class A Common Stock Sale $424,889 -2,870 -62% $148.04 1,725 15 Nov 2021 See footnote F1, F2, F12
transaction DUOL Class A Common Stock Sale $89,584 -600 -35% $149.31 1,125 15 Nov 2021 See footnote F1, F2, F13
transaction DUOL Class A Common Stock Sale $135,079 -900 -80% $150.09 225 15 Nov 2021 See footnote F1, F2, F14
transaction DUOL Class A Common Stock Sale $33,976 -225 -100% $151.01 0 15 Nov 2021 See footnote F1, F2, F15

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 $0 -30,000 -0.88% $0.000000 3,377,417 15 Nov 2021 Class A Common Stock 30,000 See footnote F1, F16
holding DUOL Class B Common Stock 15,500 15 Nov 2021 Class A Common Stock 15,500 Direct F16
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
F2 The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.
F3 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $137.86 to $138.77, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F4 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $138.95 to $139.91, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F5 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $140.00 to $140.98, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F6 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $141.00 to $141.67, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F7 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $142.06 to $143.03, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F8 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $143.08 to $143.85, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F9 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $144.69 to $145.63, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F10 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.69 to $146.68, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F11 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.70 to $147.52, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F12 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $147.70 to $148.49, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F13 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $148.99 to $149.90, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F14 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $149.99 to $150.70, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F15 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $151.00 to $151.05, inclusive. The Reporting Person hereby undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.
F16 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, (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, and (iii) the death of the Reporting Person.