Severin Hacker - Nov 22, 2024 Form 4/A - Amendment 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 $: -$5,591,043
Form type: 4/A - Amendment
Date filed: 11/27/2024, 09:57 PM
Date Of Original Report: Nov 26, 2024
Previous filing: Dec 2, 2024
Next filing: Dec 13, 2024

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	Tax liability	-$5.59M	-15.9K	-21.54%	$351.97	57.8K	Nov 22, 2024	Class A Common Stock	15.9K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	This amended Form 4 is being filed to correct the number of Class B common stock disposed of and the number of Class B common stock directly beneficially owned by the Reporting Person following the reported transactions.

Content

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.

This amended Form 4 is being filed to correct the number of Class B common stock disposed of and the number of Class B common stock directly beneficially owned by the Reporting Person following the reported transactions.