Stephen C. Chen - 21 Jun 2022 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: General Counsel
Signature: /s/ Stephen C. Chen
Issuer symbol: DUOL
Transactions as of: 21 Jun 2022
Net transactions value: -$924,164
Form type: 4
Filing time: 22 Jun 2022, 17:42:47 UTC
Previous filing: 10 Jun 2022
Next filing: 27 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	Options Exercise	$151,915	+10,535	+37%	$14.42^*	38,919	21 Jun 2022	Direct
transaction	DUOL	Class A Common Stock	Sale	$1,076,079	-10,535	-27%	$102.14	28,384	21 Jun 2022	Direct	F1, F2

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	-10,535	-9.3%	$0.000000	102,859	21 Jun 2022	Class A Common Stock	10,535	$14.42	Direct	F3

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

Explanation of Responses:

Id	Content
F1	The sales reported in this Form 4 were 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 $102.00 to $102.78, 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	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.