Luis von Ahn - 15 Feb 2022 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: President & CEO, Co-Founder, Director, 10%+ Owner
Signature: /s/ Stephen Chen, as Attorney-in-Fact for Luis von Ahn
Issuer symbol: DUOL
Transactions as of: 15 Feb 2022
Net transactions value: -$61,210
Form type: 4
Filing time: 17 Feb 2022, 17:41:30 UTC
Previous filing: 11 Feb 2022
Next filing: 03 Jun 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	Conversion of derivative security	$0	+600		$0.000000	600	15 Feb 2022	Direct
transaction	DUOL	Class A Common Stock	Sale	$40,800	-400	-67%	$102.00	200	15 Feb 2022	Direct	F1
transaction	DUOL	Class A Common Stock	Sale	$20,410	-200	-100%	$102.05	0	15 Feb 2022	Direct	F1

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	-600	-0.02%	$0.000000	3,442,055	15 Feb 2022	Class A Common Stock	600	$0.000000	Direct	F2

* 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	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.

Content

The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.

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.