Stephen C. Chen - Feb 9, 2024 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
General Counsel
Signature
/s/ Stephen C. Chen
Stock symbol
DUOL
Transactions as of
Feb 9, 2024
Transactions value $
-$351,160
Form type
4
Date filed
2/12/2024, 04:18 PM
Previous filing
Jan 5, 2024
Next filing
Feb 20, 2024

Transactions Table

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 -2K -7.89% $0.00 23.3K Feb 9, 2024 Class A Common Stock 2K $14.42 Direct F2
* 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 September 15, 2023.
F2 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.