Severin Hacker - Jun 3, 2024 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: Chief Tech Officer, Co-Founder, Director, 10%+ Owner
Signature: /s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker
Stock symbol: DUOL
Transactions as of: Jun 3, 2024
Transactions value $: -$1,963,871
Form type: 4
Date filed: 6/5/2024, 04:32 PM
Previous filing: May 3, 2024
Next filing: Jul 2, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DUOL	Class A Common Stock	Conversion of derivative security	$0	+10K		$0.00	10K	Jun 3, 2024	See footnote	F1
transaction	DUOL	Class A Common Stock	Sale	-$308K	-1.6K	-16%	$192.50	8.4K	Jun 3, 2024	See footnote	F1, F2, F3
transaction	DUOL	Class A Common Stock	Sale	-$348K	-1.8K	-21.42%	$193.44	6.6K	Jun 3, 2024	See footnote	F1, F2, F4
transaction	DUOL	Class A Common Stock	Sale	-$117K	-600	-9.09%	$194.51	6K	Jun 3, 2024	See footnote	F1, F2, F5
transaction	DUOL	Class A Common Stock	Sale	-$58.8K	-300	-5%	$195.86	5.7K	Jun 3, 2024	See footnote	F1, F2, F6
transaction	DUOL	Class A Common Stock	Sale	-$237K	-1.2K	-21.12%	$196.96	4.5K	Jun 3, 2024	See footnote	F1, F2, F7
transaction	DUOL	Class A Common Stock	Sale	-$257K	-1.3K	-28.91%	$197.87	3.2K	Jun 3, 2024	See footnote	F1, F2, F8
transaction	DUOL	Class A Common Stock	Sale	-$319K	-1.6K	-50.11%	$199.03	1.6K	Jun 3, 2024	See footnote	F1, F2, F9
transaction	DUOL	Class A Common Stock	Sale	-$299K	-1.5K	-93.73%	$200.09	100	Jun 3, 2024	See footnote	F1, F2, F10
transaction	DUOL	Class A Common Stock	Sale	-$20.1K	-100	-100%	$200.59	0	Jun 3, 2024	See footnote	F1, F2
holding	DUOL	Class A Common Stock						72	Jun 3, 2024	Direct

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	Class B Common Stock	Conversion of derivative security	$0	-10K	-0.33%	$0.00	2.99M	Jun 3, 2024	Class A Common Stock	10K		See footnote	F1, F11
holding	DUOL	Class B Common Stock						43.7K	Jun 3, 2024	Class A Common Stock	43.7K		Direct	F11

* 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	Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
F2	The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 2, 2023.
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 $191.97 to $192.91, 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 $192.99 to $193.98, 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 $194.15 to $195.03, 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 $195.37 to $196.11, 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	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 $196.41 to $197.39, 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.
F8	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 $197.43 to $198.32, 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.
F9	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 $198.48 to $199.35, 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.
F10	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 $199.53 to $200.52, 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.
F11	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.