Severin Hacker - 01 May 2023 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
02 May 2023, 19:34:05 UTC
Prior SEC filing
04 Apr 2023
Next SEC filing
06 Sep 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker

Key filing fact

Severin Hacker filed Form 4 for Duolingo, Inc. (DUOL) on 02 May 2023.

Key facts

  • This page summarizes Severin Hacker's Form 4 filing for Duolingo, Inc. (DUOL).
  • 6 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 02 May 2023, 19:34.

Change

  • Previous filing in this sequence was filed on 04 Apr 2023.
  • Current net transaction value: -$1,383,485.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

DUOL transaction

Class A Common Stock

Conversion of derivative security

Transaction value
$0
Shares
+10,000
Change %
Price
$0.000000
Shares after
10,000
Date
01 May 2023
Ownership
See footnote
Footnotes
F1
DUOL transaction

Class A Common Stock

Sale

Transaction value
$204,682
Shares
-1,500
Change %
-15%
Price
$136.45
Shares after
8,500
Date
01 May 2023
Ownership
See footnote
Footnotes
F1, F2, F3
DUOL transaction

Class A Common Stock

Sale

Transaction value
$133,127
Shares
-969
Change %
-11%
Price
$137.39
Shares after
7,531
Date
01 May 2023
Ownership
See footnote
Footnotes
F1, F2, F4
DUOL transaction

Class A Common Stock

Sale

Transaction value
$529,762
Shares
-3,826
Change %
-51%
Price
$138.46
Shares after
3,705
Date
01 May 2023
Ownership
See footnote
Footnotes
F1, F2, F5
DUOL transaction

Class A Common Stock

Sale

Transaction value
$515,914
Shares
-3,705
Change %
-100%
Price
$139.25
Shares after
0
Date
01 May 2023
Ownership
See footnote
Footnotes
F1, F2, F6
DUOL holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
72
Date
01 May 2023
Ownership
Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DUOL transaction Derivative

Class B Common Stock

Conversion of derivative security

Transaction value
$0
Shares
-10,000
Change %
-0.31%
Price
$0.000000
Shares after
3,177,917
Date
01 May 2023
Ownership
See footnote
Underlying class
Class A Common Stock
Underlying amount
10,000
Exercise price
Footnotes
F1, F7
DUOL holding Derivative

Class B Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
15,500
Date
01 May 2023
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
15,500
Exercise price
Footnotes
F7
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 7 footnotes

Footnote F1

Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.

Footnote F2

The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on March 14, 2022.

Footnote F3

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $135.85 to $136.77, 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.

Footnote F4

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $136.94 to $137.90, 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.

Footnote F5

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $137.95 to $138.94, 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.

Footnote F6

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $138.95 to $139.60, 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.

Footnote F7

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.

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