Matthew Skaruppa - Oct 17, 2022 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: Chief Financial Officer
Signature: /s/ Stephen Chen, as Attorney-in-Fact for Matthew Skaruppa
Stock symbol: DUOL
Transactions as of: Oct 17, 2022
Transactions value $: -$1,001,169
Form type: 4
Date filed: 10/18/2022, 06:35 PM
Previous filing: Aug 19, 2022
Next filing: Nov 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DUOL	Class A Common Stock	Options Exercise	$202K	+14K	+27.16%	$14.42^*	65.5K	Oct 17, 2022	Direct
transaction	DUOL	Class A Common Stock	Sale	-$105K	-1.3K	-1.98%	$80.91	64.2K	Oct 17, 2022	Direct	F1, F2
transaction	DUOL	Class A Common Stock	Sale	-$16.4K	-200	-0.31%	$82.13	64K	Oct 17, 2022	Direct	F1, F3
transaction	DUOL	Class A Common Stock	Sale	-$59K	-700	-1.09%	$84.32	63.3K	Oct 17, 2022	Direct	F1, F4
transaction	DUOL	Class A Common Stock	Sale	-$51.1K	-600	-0.95%	$85.21	62.7K	Oct 17, 2022	Direct	F1, F5
transaction	DUOL	Class A Common Stock	Sale	-$754K	-8.71K	-13.89%	$86.50	54K	Oct 17, 2022	Direct	F1, F6
transaction	DUOL	Class A Common Stock	Sale	-$179K	-2.05K	-3.79%	$87.34	52K	Oct 17, 2022	Direct	F1, F7
transaction	DUOL	Class A Common Stock	Sale	-$38.7K	-439	-0.84%	$88.20	51.5K	Oct 17, 2022	Direct	F1, F8

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	-14K	-5.73%	$0.00	230K	Oct 17, 2022	Class A Common Stock	14K	$14.42	Direct	F9

* 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 $80.59 to $81.54, 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 $81.86 to $82.40, 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 $83.77 to $84.72, 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 $84.88 to $85.81, 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 $85.99 to $86.98, 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 $86.99 to $87.93, 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 $88.04 to $88.47, 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	25% of the shares subject to the option vest on the first anniversary measured from February 24, 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.