Matthew Skaruppa - 09 Feb 2022 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: Chief Financial Officer
Signature: /s/ Stephen Chen, as Attorney-in-Fact for Matthew Skaruppa
Issuer symbol: DUOL
Transactions as of: 09 Feb 2022
Net transactions value: -$252,945
Form type: 4
Filing time: 11 Feb 2022, 15:32:42 UTC
Previous filing: 19 Nov 2021
Next filing: 24 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DUOL	Class A Common Stock	Options Exercise	$10,094	+700	+3.2%	$14.42^*	22,575	09 Feb 2022	Direct
transaction	DUOL	Class A Common Stock	Sale	$71,402	-700	-3.1%	$102.00	21,875	09 Feb 2022	Direct	F1, F2
transaction	DUOL	Class A Common Stock	Options Exercise	$31,493	+2,184	+10%	$14.42^*	24,059	10 Feb 2022	Direct
transaction	DUOL	Class A Common Stock	Sale	$223,131	-2,184	-9.1%	$102.17	21,875	10 Feb 2022	Direct	F1, F3

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	Stock Option (Right to Buy)	Options Exercise	$0	-700	-0.24%	$0.000000	293,463	09 Feb 2022	Class A Common Stock	700	$14.42	Direct	F4
transaction	DUOL	Stock Option (Right to Buy)	Options Exercise	$0	-2,184	-0.74%	$0.000000	291,279	10 Feb 2022	Class A Common Stock	2,184	$14.42	Direct	F4

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

Explanation of Responses:

Id	Content
F1	The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.
F2	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $102.00 to $102.02, 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.
F3	The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $102.00 to $102.31, 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	25% of the shares subject to the option vest on the first anniversary measured from February 24, 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.