Hacker Severin - 12 Dec 2022 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
Chief Tech Officer, Co-Founder, Director, 10%+ Owner
Signature
/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker
Issuer symbol
DUOL
Transactions as of
12 Dec 2022
Net transactions value
$0
Form type
4
Filing time
27 Jan 2023, 15:28:07 UTC
Previous filing
02 Nov 2022
Next filing
15 Dec 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 Conversion of derivative security $0 +3,500 $0.000000 3,500 12 Dec 2022 See footnote F1
transaction DUOL Class A Common Stock Gift $0 -3,500 -100% $0.000000* 0 12 Dec 2022 See footnote F1
holding DUOL Class A Common Stock 72 12 Dec 2022 Direct

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 Conversion of derivative security $0 -3,500 -0.11% $0.000000 3,217,917 12 Dec 2022 Class A Common Stock 3,500 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
F2 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.
F3 The amount reported in Column 9 of Table II represents the number Class B shares held by the SBH Trust dated March 10, 2020 as of the date hereof. The Reporting Person filed Forms 4 on December 15, 2022 and January 11, 2023 that incorrectly reported the number of Class B shares held by the SBH Trust dated March 10, 2020.