Sara Clemens - 03 Mar 2023 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
Director
Signature
/s/ Stephen Chen, as Attorney-in-Fact for Sara Clemens
Issuer symbol
DUOL
Transactions as of
03 Mar 2023
Net transactions value
-$2,203,026
Form type
4
Filing time
06 Mar 2023, 19:27:57 UTC
Previous filing
13 Jun 2022
Next filing
13 Jun 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DUOL Class A Common Stock Options Exercise $162,700 +10,000 +76% $16.27* 23,237 03 Mar 2023 Direct
transaction DUOL Class A Common Stock Sale $44,938 -400 -1.7% $112.34 22,837 03 Mar 2023 Direct F1, F2
transaction DUOL Class A Common Stock Sale $22,640 -200 -0.88% $113.20 22,637 03 Mar 2023 Direct F1
transaction DUOL Class A Common Stock Sale $175,171 -1,500 -6.6% $116.78 21,137 03 Mar 2023 Direct F1, F3
transaction DUOL Class A Common Stock Sale $1,012,585 -8,583 -41% $117.98 12,554 03 Mar 2023 Direct F1, F4
transaction DUOL Class A Common Stock Sale $746,268 -6,275 -50% $118.93 6,279 03 Mar 2023 Direct F1, F5
transaction DUOL Class A Common Stock Sale $364,123 -3,042 -48% $119.70 3,237 03 Mar 2023 Direct F1, F6

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 -10,000 -33% $0.000000 20,000 03 Mar 2023 Class A Common Stock 10,000 $16.27 Direct F7
* 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 $116.34 to $117.17, 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 $117.35 to $118.33, 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 $118.35 to $119.33, 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 $119.35 to $120.14, 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 25% of the shares subject to the option vest annually measured from June 10, 2020 (the "Vesting Commencement Date"), 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.