Luis von Ahn - 01 Jun 2022 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Signature
/s/ Stephen Chen, as Attorney-in-Fact for Luis von Ahn
Issuer symbol
DUOL
Transactions as of
01 Jun 2022
Net transactions value
-$11,133,812
Form type
4
Filing time
03 Jun 2022, 16:23:43 UTC
Previous filing
17 Feb 2022
Next filing
06 Mar 2023

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 +130,000 $0.000000 130,000 01 Jun 2022 Direct
transaction DUOL Class A Common Stock Sale $421,588 -5,195 -4% $81.15 124,805 01 Jun 2022 Direct F1, F2
transaction DUOL Class A Common Stock Sale $1,624,161 -19,774 -16% $82.14 105,031 01 Jun 2022 Direct F1, F3
transaction DUOL Class A Common Stock Sale $766,170 -9,203 -8.8% $83.25 95,828 01 Jun 2022 Direct F1, F4
transaction DUOL Class A Common Stock Sale $1,719,487 -20,443 -21% $84.11 75,385 01 Jun 2022 Direct F1, F5
transaction DUOL Class A Common Stock Sale $107,484 -1,300 -1.7% $82.68 74,085 02 Jun 2022 Direct F1, F6
transaction DUOL Class A Common Stock Sale $295,144 -3,504 -4.7% $84.23 70,581 02 Jun 2022 Direct F1, F7
transaction DUOL Class A Common Stock Sale $794,160 -9,296 -13% $85.43 61,285 02 Jun 2022 Direct F1, F8
transaction DUOL Class A Common Stock Sale $519,523 -6,000 -9.8% $86.59 55,285 02 Jun 2022 Direct F1, F9
transaction DUOL Class A Common Stock Sale $1,849,726 -21,099 -38% $87.67 34,186 02 Jun 2022 Direct F1, F10
transaction DUOL Class A Common Stock Sale $2,000,513 -22,580 -66% $88.60 11,606 02 Jun 2022 Direct F1, F11
transaction DUOL Class A Common Stock Sale $1,035,856 -11,606 -100% $89.25 0 02 Jun 2022 Direct F1, F12

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 Gift $0 -35,000 -1% $0.000000 3,407,055 17 May 2022 Class A Common Stock 35,000 Direct F13
transaction DUOL Class B Common Stock Conversion of derivative security $0 -130,000 -3.8% $0.000000 3,277,055 01 Jun 2022 Class A Common Stock 130,000 Direct F13
* 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $80.63 to $81.61, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $81.63 to $82.61, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $82.67 to $83.66, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $83.68 to $84.52, 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.
F6 The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $82.43 to $82.99, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $83.97 to $84.95, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $84.98 to $85.89, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $86.04 to $87.01, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $87.04 to $88.03, 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.
F11 The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $88.04 to $89.03, 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.
F12 The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $89.04 to $89.63, 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.
F13 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.