Severin Hacker - Nov 12, 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 12, 2024
Transactions value $: $0
Form type: 4
Date filed: 12/2/2024, 08:31 PM
Previous filing: Aug 26, 2024
Next filing: Nov 27, 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	+3K		$0.00	3K	Nov 12, 2024	See footnote	F1
transaction	DUOL	Class A Common Stock	Gift	$0	-3K	-100%	$0.00	0	Nov 27, 2024	See footnote	F1, F2
holding	DUOL	Class A Common Stock						72	Nov 12, 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	-3K	-0.1%	$0.00	2.96M	Nov 12, 2024	Class A Common Stock	3K		See footnote	F1, F2, F3
holding	DUOL	Class B Common Stock						57.8K	Nov 12, 2024	Class A Common Stock	57.8K		Direct	F3

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

Explanation of Responses:

Id	Content
F1	Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
F2	This Form 4 reports the Reporting Person's conversion on November 12, 2024 of 3,000 shares of Class B Common Stock indirectly held by the SBH Trust dated March 10, 2023 (the "SBH Trust") into an equal number of shares of Class A Common Stock and the Reporting Person's November 27, 2024 gift disposition of such shares of Class A Common Stock. The Reporting Person filed an intervening Form 4 on November 26, 2024, which includes as then held the 3,000 shares of Class B Common Stock previously converted. The amount reported in Column 5 of Table 1 and Column 9 of Table II represents the number of Class A shares and Class B shares, respectively, held indirectly by the SBH Trust as of the date of this report.
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.