Severin Hacker - Nov 22, 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
Nov 22, 2024
Transactions value $
-$4,968,057
Form type
4
Date filed
11/26/2024, 04:16 PM
Previous filing
Dec 2, 2024
Next filing
Dec 13, 2024
This filing has been restated, see here for the amended filing

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 Performance-Based Restricted Stock Units Options Exercise $0 -30K -5.56% $0.00 510K Nov 22, 2024 Class B Common Stock 30K Direct F1, F2
transaction DUOL Class B Common Stock Tax liability -$4.97M -14.1K -32.28% $351.97 29.6K Nov 22, 2024 Class A Common Stock 14.1K Direct F3
holding DUOL Class B Common Stock 2.96M Nov 22, 2024 Class A Common Stock 2.96M See footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Performance-Based Restricted Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon vesting. The PSUs vest upon the satisfaction of both a service-based condition and a performance-based condition. The service-based condition is satisfied as to 25% of the PSUs on each anniversary of the completion of the Issuer's initial public offering of Class A common stock based on the Reporting Person's continuous service as CTO to the Issuer through the applicable vesting dates, subject to acceleration upon a cessation of service as CTO as a result of death or permanent disability.
F2 The performance-based condition will be satisfied upon the Issuer's Class A common stock achieving certain stock price hurdles over a period of ten years. Vested PSUs will be settled by the issuance of the underlying Class B Common Stock on the first anniversary of vesting, subject to acceleration upon a termination of employment or a change in control of the Issuer.
F3 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.
F4 Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.