Matthew Skaruppa - 06 Mar 2023 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: Chief Financial Officer
Signature: /s/ Stephen Chen, as Attorney-in-Fact for Matthew Skaruppa
Issuer symbol: DUOL
Transactions as of: 06 Mar 2023
Net transactions value: -$1,329,296
Form type: 4
Filing time: 07 Mar 2023, 19:53:53 UTC
Previous filing: 02 Mar 2023
Next filing: 04 Apr 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	Options Exercise	$173,040	+12,000	+27%	$14.42^*	55,987	06 Mar 2023	Direct
transaction	DUOL	Class A Common Stock	Sale	$1,502,336	-12,000	-21%	$125.19	43,987	06 Mar 2023	Direct	F1, F2

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	-12,000	-5.5%	$0.000000	208,163	06 Mar 2023	Class A Common Stock	12,000	$14.42	Direct	F3

* 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 $125.00 to $125.66, 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	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.