Sara Clemens - Jun 14, 2024 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
Director
Signature
/s/ Stephen Chen, as Attorney-in-Fact for Sara Clemens
Stock symbol
DUOL
Transactions as of
Jun 14, 2024
Transactions value $
-$1,840,157
Form type
4
Date filed
6/18/2024, 04:41 PM
Previous filing
Jun 14, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DUOL Class A Common Stock Options Exercise $163K +10K +279.72% $16.27* 13.6K Jun 14, 2024 Direct
transaction DUOL Class A Common Stock Sale -$1.6M -8K -58.93% $200.07 5.58K Jun 14, 2024 Direct F1, F2
transaction DUOL Class A Common Stock Sale -$402K -2K -35.87% $201.14 3.58K Jun 14, 2024 Direct F1, F3

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 -10K -100% $0.00* 0 Jun 14, 2024 Class A Common Stock 10K $16.27 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 sales reported in this Form 4 were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on March 15, 2024.
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 $200.00 to $200.65, 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 $201.00 to $201.16, 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 shares subject to the option are fully vested and exercisable.