Stephen C. Chen - Nov 15, 2021 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: General Counsel
Signature: /s/ Stephen C. Chen
Stock symbol: DUOL
Transactions as of: Nov 15, 2021
Transactions value $: -$2,303,788
Form type: 4
Date filed: 11/17/2021, 03:52 PM
Previous filing: Sep 22, 2021
Next filing: Feb 24, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DUOL	Class A Common Stock	Options Exercise	$0	+544		$0.00	544	Nov 15, 2021	Direct	F1
transaction	DUOL	Class A Common Stock	Award	$0	+4.29K	+788.24%	$0.00	4.83K	Nov 15, 2021	Direct	F2, F3
transaction	DUOL	Class A Common Stock	Sale	-$6.21K	-45	-0.93%	$138.04	4.79K	Nov 15, 2021	Direct	F3, F4, F5
transaction	DUOL	Class A Common Stock	Sale	-$5.14K	-37	-0.77%	$139.01	4.75K	Nov 15, 2021	Direct	F3, F4, F6
transaction	DUOL	Class A Common Stock	Sale	-$5.32K	-38	-0.8%	$140.11	4.71K	Nov 15, 2021	Direct	F3, F4, F7
transaction	DUOL	Class A Common Stock	Sale	-$2.83K	-20	-0.42%	$141.36	4.69K	Nov 15, 2021	Direct	F3, F4, F8
transaction	DUOL	Class A Common Stock	Sale	-$851	-6	-0.13%	$141.90	4.69K	Nov 15, 2021	Direct	F3, F4, F9
transaction	DUOL	Class A Common Stock	Sale	-$1.29K	-9	-0.19%	$143.11	4.68K	Nov 15, 2021	Direct	F3, F4, F10
transaction	DUOL	Class A Common Stock	Sale	-$3.78K	-26	-0.56%	$145.34	4.65K	Nov 15, 2021	Direct	F3, F4, F11
transaction	DUOL	Class A Common Stock	Sale	-$19.7K	-135	-2.9%	$146.21	4.52K	Nov 15, 2021	Direct	F3, F4, F12
transaction	DUOL	Class A Common Stock	Sale	-$3.67K	-25	-0.55%	$146.85	4.49K	Nov 15, 2021	Direct	F3, F4, F13
transaction	DUOL	Class A Common Stock	Options Exercise	$252K	+17.5K	+389.65%	$14.42^*	22K	Nov 15, 2021	Direct	F3
transaction	DUOL	Class A Common Stock	Sale	-$267K	-1.93K	-8.79%	$138.10	20.1K	Nov 15, 2021	Direct	F3, F14, F15
transaction	DUOL	Class A Common Stock	Sale	-$154K	-1.11K	-5.53%	$139.29	18.9K	Nov 15, 2021	Direct	F3, F14, F16
transaction	DUOL	Class A Common Stock	Sale	-$485K	-3.46K	-18.24%	$140.33	15.5K	Nov 15, 2021	Direct	F3, F14, F17
transaction	DUOL	Class A Common Stock	Sale	-$230K	-1.63K	-10.52%	$141.27	13.9K	Nov 15, 2021	Direct	F3, F14, F18
transaction	DUOL	Class A Common Stock	Sale	-$71.6K	-500	-3.61%	$143.22	13.4K	Nov 15, 2021	Direct	F3, F14, F19
transaction	DUOL	Class A Common Stock	Sale	-$86.8K	-600	-4.49%	$144.71	12.8K	Nov 15, 2021	Direct	F3, F14, F20
transaction	DUOL	Class A Common Stock	Sale	-$487K	-3.34K	-26.16%	$145.91	9.42K	Nov 15, 2021	Direct	F3, F14, F21
transaction	DUOL	Class A Common Stock	Sale	-$517K	-3.53K	-37.46%	$146.48	5.89K	Nov 15, 2021	Direct	F3, F14, F22
transaction	DUOL	Class A Common Stock	Sale	-$133K	-903	-15.32%	$147.84	4.99K	Nov 15, 2021	Direct	F3, F14, F23
transaction	DUOL	Class A Common Stock	Sale	-$59.5K	-400	-8.01%	$148.72	4.59K	Nov 15, 2021	Direct	F3, F14, F24
transaction	DUOL	Class A Common Stock	Sale	-$15.1K	-100	-2.18%	$150.70	4.49K	Nov 15, 2021	Direct	F3, F14

Showing 1 to 23 of 23 entries

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	Restricted Stock Units	Options Exercise	$0	-544	-100%	$0.00^*	0	Nov 15, 2021	Class A Common Stock	544		Direct	F1
transaction	DUOL	Stock Option (Right to Buy)	Options Exercise	$0	-17.5K	-12.5%	$0.00	123K	Nov 15, 2021	Class A Common Stock	17.5K	$14.42	Direct	F25

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock. 100% of the RSUs were immediately vested as of August 15, 2021 and settled on November 15, 2021.
F2	Constitute RSUs for which the Reporting Person is entitled to receive one (1) share of Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2021. On November 15, 2021, 536 RSUs vested.
F3	Includes 3,752 RSUs.
F4	Shares were sold solely to satisfy tax withholding obligations in connection with the vesting of RSUs and delivery of shares.
F5	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $137.48 to $138.46, 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 $138.585 to $139.57, 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 $139.66 to $140.52, 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.
F8	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $140.77 to $141.76, 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 $141.83 to $141.96, 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 $142.90 to $143.42, 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 $144.69 to $145.60, 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 $145.72 to $146.70, 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.
F13	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.72 to $147.21, 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 sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.
F15	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.
F16	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 $139.94, 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.
F17	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $139.95 to $140.92, 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.
F18	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $140.97 to $141.91, 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.
F19	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $142.98 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.
F20	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $144.18 to $145.05, 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.
F21	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.19 to $146.17, 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.
F22	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.19 to $146.98, 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.
F23	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $147.19 to $148.10, 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.
F24	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $148.29 to $149.15, 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.
F25	25% of the shares subject to the option vest on the first anniversary measured from March 2, 2020 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.