Severin Hacker - 01 Jul 2022 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Reporting relationship: Chief Tech Officer, Co-Founder, Director, 10%+ Owner
Issuer ticker: DUOL
Reported as of: 01 Jul 2022
Net transaction value: -$912,240
SEC form: 4
Accepted by SEC: 05 Jul 2022, 16:39:56 UTC
Prior SEC filing: 27 Jun 2022
Next SEC filing: 02 Aug 2022
Source filing: View source filing
Reporting owner signature: /s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker

Key filing fact

Severin Hacker filed Form 4 for Duolingo, Inc. (DUOL) on 05 Jul 2022.

Key facts

This page summarizes Severin Hacker's Form 4 filing for Duolingo, Inc. (DUOL).
9 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 05 Jul 2022, 16:39.

Change

Previous filing in this sequence was filed on 27 Jun 2022.
Current net transaction value: -$912,240.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DUOL transaction

Class A Common Stock

Conversion of derivative security

Transaction value: $0
Shares: +10,000
Change %
Price: $0.000000
Shares after: 10,000
Date: 01 Jul 2022
Ownership: See footnote
Footnotes: F1

DUOL transaction

Class A Common Stock

Sale

Transaction value: $26,326
Shares: -300
Change %: -3%
Price: $87.75
Shares after: 9,700
Date: 01 Jul 2022
Ownership: See footnote
Footnotes: F1, F2, F3

DUOL transaction

Class A Common Stock

Sale

Transaction value: $286,826
Shares: -3,207
Change %: -33%
Price: $89.44
Shares after: 6,493
Date: 01 Jul 2022
Ownership: See footnote
Footnotes: F1, F2, F4

DUOL transaction

Class A Common Stock

Sale

Transaction value: $219,104
Shares: -2,430
Change %: -37%
Price: $90.17
Shares after: 4,063
Date: 01 Jul 2022
Ownership: See footnote
Footnotes: F1, F2, F5

DUOL transaction

Class A Common Stock

Sale

Transaction value: $101,211
Shares: -1,103
Change %: -27%
Price: $91.76
Shares after: 2,960
Date: 01 Jul 2022
Ownership: See footnote
Footnotes: F1, F2, F6

DUOL transaction

Class A Common Stock

Sale

Transaction value: $71,121
Shares: -764
Change %: -26%
Price: $93.09
Shares after: 2,196
Date: 01 Jul 2022
Ownership: See footnote
Footnotes: F1, F2, F7

DUOL transaction

Class A Common Stock

Sale

Transaction value: $91,318
Shares: -971
Change %: -44%
Price: $94.05
Shares after: 1,225
Date: 01 Jul 2022
Ownership: See footnote
Footnotes: F1, F2, F8

DUOL transaction

Class A Common Stock

Sale

Transaction value: $116,334
Shares: -1,225
Change %: -100%
Price: $94.97
Shares after: 0
Date: 01 Jul 2022
Ownership: See footnote
Footnotes: F1, F2, F9

DUOL holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 72
Date: 01 Jul 2022
Ownership: Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DUOL transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value: $0
Shares: -10,000
Change %: -0.3%
Price: $0.000000
Shares after: 3,281,417
Date: 01 Jul 2022
Ownership: See footnote
Underlying class: Class A Common Stock
Underlying amount: 10,000
Exercise price
Footnotes: F1, F10

DUOL holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 15,500
Date: 01 Jul 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 15,500
Exercise price
Footnotes: F10

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 10 footnotes

Footnote F1

Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.

Footnote F2

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

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 $87.72 to $87.77, 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.

Footnote F4

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $88.87 to $89.84, 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.

Footnote F5

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $89.87 to $90.55, 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.

Footnote F6

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $91.33 to $92.04, 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.

Footnote F7

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $92.60 to $93.49, 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.

Footnote F8

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $93.61 to $94.55, 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

Footnote F9

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $94.68 to $95.16, 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.

Footnote F10

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 and (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.