Luis von Ahn - 03 Mar 2023 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: President & CEO, Co-Founder, Director, 10%+ Owner
Signature: /s/ Stephen Chen, as Attorney-in-Fact for Luis von Ahn
Issuer symbol: DUOL
Transactions as of: 03 Mar 2023
Net transactions value: -$18,166,372
Form type: 4
Filing time: 06 Mar 2023, 19:26:44 UTC
Previous filing: 03 Jun 2022
Next filing: 15 Jun 2023
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	+153,514		$0.000000	153,514	03 Mar 2023	Direct
transaction	DUOL	Class A Common Stock	Sale	$381,537	-3,400	-2.2%	$112.22	150,114	03 Mar 2023	Direct	F1, F2
transaction	DUOL	Class A Common Stock	Sale	$11,320	-100	-0.07%	$113.20	150,014	03 Mar 2023	Direct	F1
transaction	DUOL	Class A Common Stock	Sale	$301,033	-2,600	-1.7%	$115.78	147,414	03 Mar 2023	Direct	F1, F3
transaction	DUOL	Class A Common Stock	Sale	$827,269	-7,100	-4.8%	$116.52	140,314	03 Mar 2023	Direct	F1, F4
transaction	DUOL	Class A Common Stock	Sale	$4,517,894	-38,361	-27%	$117.77	101,953	03 Mar 2023	Direct	F1, F5
transaction	DUOL	Class A Common Stock	Sale	$6,334,074	-53,460	-52%	$118.48	48,493	03 Mar 2023	Direct	F1, F6
transaction	DUOL	Class A Common Stock	Sale	$5,745,199	-48,093	-99%	$119.46	400	03 Mar 2023	Direct	F1, F7
transaction	DUOL	Class A Common Stock	Sale	$48,045	-400	-100%	$120.11	0	03 Mar 2023	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	Class B Common Stock	Gift	$0	-3,500	-0.11%	$0.000000	3,273,555	12 Sep 2022	Class A Common Stock	3,500		Direct	F9
transaction	DUOL	Class B Common Stock	Conversion of derivative security	$0	-153,514	-4.7%	$0.000000	3,120,041	03 Mar 2023	Class A Common Stock	153,514		Direct	F9
transaction	DUOL	Class B Common Stock	Gift	$0	-41,708	-1.3%	$0.000000	3,078,333	03 Mar 2023	Class A Common Stock	41,708		Direct	F9

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

Explanation of Responses:

Id	Content
F1	The sale was 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 $112.20 to $112.49, 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.
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 $115.05 to $116.03, 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 $116.10 to $117.09, 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 $117.10 to $118.09, 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 $118.10 to $119.09, 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 $119.10 to $120.08, 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 $120.11 to $120.12, 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	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.