WILLIAM B. GORDON - 09 Jun 2022 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: Director
Signature: /s/ Stephen Chen, as Attorney-in-Fact for William B. Gordon
Issuer symbol: DUOL
Transactions as of: 09 Jun 2022
Net transactions value: $0
Form type: 4
Filing time: 13 Jun 2022, 17:05:22 UTC
Previous filing: 25 May 2022
Next filing: 18 Aug 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	Award	$0	+1,664	+2.3%	$0.000000	74,124	09 Jun 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of the Issuer's Class A Common Stock for each RSU upon vesting. 100% of the RSUs vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next Annual Meeting of the Issuer's stockholders following the grant date, subject to the Reporting Person's continued service to the Issuer.
F2	Includes 70,887 shares of Class A Common Stock acquired in a series of pro rata distributions in-kind, the acquisition of which was exempt pursuant to Rule 16a-9.

Content

Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of the Issuer's Class A Common Stock for each RSU upon vesting. 100% of the RSUs vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next Annual Meeting of the Issuer's stockholders following the grant date, subject to the Reporting Person's continued service to the Issuer.

Includes 70,887 shares of Class A Common Stock acquired in a series of pro rata distributions in-kind, the acquisition of which was exempt pursuant to Rule 16a-9.