Severin Hacker - Mar 1, 2023 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
Stock symbol
DUOL
Transactions as of
Mar 1, 2023
Transactions value $
-$1,082,165
Form type
4
Date filed
3/2/2023, 08:50 PM
Previous filing
Feb 2, 2023
Next filing
Apr 4, 2023

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 +10K $0.00 10K Mar 1, 2023 See footnote F1
transaction DUOL Class A Common Stock Sale -$30.8K -300 -3% $102.83 9.7K Mar 1, 2023 See footnote F1, F2, F3
transaction DUOL Class A Common Stock Sale -$10.4K -100 -1.03% $103.75 9.6K Mar 1, 2023 See footnote F1, F2
transaction DUOL Class A Common Stock Sale -$126K -1.2K -12.5% $105.15 8.4K Mar 1, 2023 See footnote F1, F2, F4
transaction DUOL Class A Common Stock Sale -$170K -1.6K -19.06% $106.24 6.8K Mar 1, 2023 See footnote F1, F2, F5
transaction DUOL Class A Common Stock Sale -$47.8K -445 -6.55% $107.46 6.35K Mar 1, 2023 See footnote F1, F2, F6
transaction DUOL Class A Common Stock Sale -$307K -2.83K -44.46% $108.68 3.53K Mar 1, 2023 See footnote F1, F2, F7
transaction DUOL Class A Common Stock Sale -$173K -1.57K -44.55% $109.89 1.96K Mar 1, 2023 See footnote F1, F2, F8
transaction DUOL Class A Common Stock Sale -$217K -1.96K -100% $110.92 0 Mar 1, 2023 See footnote F1, F2, F9
holding DUOL Class A Common Stock 72 Mar 1, 2023 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 -10K -0.31% $0.00 3.2M Mar 1, 2023 Class A Common Stock 10K See footnote F1, F10
holding DUOL Class B Common Stock 15.5K Mar 1, 2023 Class A Common Stock 15.5K Direct F10
* 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 The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.
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 $102.43 to $103.00, 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 $104.75 to $105.65, 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 $105.78 to $106.74, 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 $106.82 to $107.68, 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 $108.10 to $109.08, 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 $109.21 to $110.20, 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 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 $110.27 to $111.25, 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.
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, (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.