Stephen C. Chen - Sep 8, 2023 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
General Counsel
Signature
/s/ Stephen C. Chen
Stock symbol
DUOL
Transactions as of
Sep 8, 2023
Transactions value $
-$2,066,252
Form type
4
Date filed
9/12/2023, 09:39 PM
Previous filing
Aug 17, 2023
Next filing
Nov 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DUOL Class A Common Stock Options Exercise $76.8K +5.33K +14.78% $14.42* 41.3K Sep 8, 2023 Direct
transaction DUOL Class A Common Stock Sale -$852K -5.33K -12.88% $160.08 36K Sep 8, 2023 Direct F1, F2
transaction DUOL Class A Common Stock Options Exercise $128K +8.84K +24.55% $14.42* 44.9K Sep 11, 2023 Direct
transaction DUOL Class A Common Stock Sale -$1.4M -8.74K -19.49% $160.38 36.1K Sep 11, 2023 Direct F1, F3
transaction DUOL Class A Common Stock Sale -$16.1K -100 -0.28% $161.00 36K Sep 11, 2023 Direct F1

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 -5.33K -9.26% $0.00 52.2K Sep 8, 2023 Class A Common Stock 5.33K $14.42 Direct F4
transaction DUOL Stock Option (Right to Buy) Options Exercise $0 -8.84K -16.95% $0.00 43.3K Sep 11, 2023 Class A Common Stock 8.84K $14.42 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 5, 2023.
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 $160.00 to $160.58, 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 $160.00 to $160.77, 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.
F4 25% of the shares subject to the option vest on the first anniversary measured from March 2, 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.