Hacker Severin - 11 Dec 2024 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Signature
/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker
Issuer symbol
DUOL
Transactions as of
11 Dec 2024
Net transactions value
-$64,139,078
Form type
4
Filing time
13 Dec 2024, 16:04:38 UTC
Previous filing
27 Nov 2024
Next filing
13 Dec 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 +188,901 +262362% $0.000000 188,973 11 Dec 2024 Direct
transaction DUOL Class A Common Stock Sale $289,162 -900 -0.48% $321.29 188,073 11 Dec 2024 Direct F1, F2
transaction DUOL Class A Common Stock Sale $200,738 -622 -0.33% $322.73 187,451 11 Dec 2024 Direct F1, F3
transaction DUOL Class A Common Stock Sale $802,680 -2,482 -1.3% $323.40 184,969 11 Dec 2024 Direct F1, F4
transaction DUOL Class A Common Stock Sale $552,302 -1,700 -0.92% $324.88 183,269 11 Dec 2024 Direct F1, F5
transaction DUOL Class A Common Stock Sale $735,123 -2,257 -1.2% $325.71 181,012 11 Dec 2024 Direct F1, F6
transaction DUOL Class A Common Stock Sale $1,087,271 -3,327 -1.8% $326.80 177,685 11 Dec 2024 Direct F1, F7
transaction DUOL Class A Common Stock Sale $632,246 -1,927 -1.1% $328.10 175,758 11 Dec 2024 Direct F1, F8
transaction DUOL Class A Common Stock Sale $786,036 -2,389 -1.4% $329.02 173,369 11 Dec 2024 Direct F1, F9
transaction DUOL Class A Common Stock Sale $298,537 -904 -0.52% $330.24 172,465 11 Dec 2024 Direct F1, F10
transaction DUOL Class A Common Stock Sale $497,023 -1,501 -0.87% $331.13 170,964 11 Dec 2024 Direct F1, F11
transaction DUOL Class A Common Stock Sale $700,719 -2,110 -1.2% $332.09 168,854 11 Dec 2024 Direct F1, F12
transaction DUOL Class A Common Stock Sale $1,407,286 -4,224 -2.5% $333.16 164,630 11 Dec 2024 Direct F1, F13
transaction DUOL Class A Common Stock Sale $2,797,552 -8,370 -5.1% $334.24 156,260 11 Dec 2024 Direct F1, F14
transaction DUOL Class A Common Stock Sale $2,574,616 -7,683 -4.9% $335.11 148,577 11 Dec 2024 Direct F1, F15
transaction DUOL Class A Common Stock Sale $3,882,961 -11,554 -7.8% $336.07 137,023 11 Dec 2024 Direct F1, F16
transaction DUOL Class A Common Stock Sale $1,346,624 -3,992 -2.9% $337.33 133,031 11 Dec 2024 Direct F1, F17
transaction DUOL Class A Common Stock Sale $443,265 -1,311 -0.99% $338.11 131,720 11 Dec 2024 Direct F1, F18
transaction DUOL Class A Common Stock Sale $2,300,875 -6,781 -5.1% $339.31 124,939 11 Dec 2024 Direct F1, F19
transaction DUOL Class A Common Stock Sale $5,945,499 -17,469 -14% $340.35 107,470 11 Dec 2024 Direct F1, F20
transaction DUOL Class A Common Stock Sale $4,788,725 -14,026 -13% $341.42 93,444 11 Dec 2024 Direct F1, F21
transaction DUOL Class A Common Stock Sale $13,458,275 -39,297 -42% $342.48 54,147 11 Dec 2024 Direct F1, F22
transaction DUOL Class A Common Stock Sale $9,455,254 -27,536 -51% $343.38 26,611 11 Dec 2024 Direct F1, F23
transaction DUOL Class A Common Stock Sale $8,253,598 -23,975 -90% $344.26 2,636 11 Dec 2024 Direct F1, F24
transaction DUOL Class A Common Stock Sale $373,634 -1,064 -40% $351.16 1,572 11 Dec 2024 Direct F1
transaction DUOL Class A Common Stock Sale $529,080 -1,500 -95% $352.72 72 11 Dec 2024 Direct F1

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 -161,000 -100% $0.000000 0 11 Dec 2024 Class B Common Stock 161,000 $7.48 Direct F25
transaction DUOL Class B Common Stock Conversion of derivative security $0 +161,000 +278% $0.000000 218,845 11 Dec 2024 Class A Common Stock 161,000 Direct F26
transaction DUOL Class B Common Stock Conversion of derivative security $0 -161,000 -74% $0.000000 57,845 11 Dec 2024 Class A Common Stock 161,000 Direct F26
transaction DUOL Stock Option (Right to Buy) Options Exercise $0 -27,901 -16% $0.000000 145,599 11 Dec 2024 Class B Common Stock 27,901 $14.42 Direct F25
transaction DUOL Class B Common Stock Conversion of derivative security $0 +27,901 +48% $0.000000 85,746 11 Dec 2024 Class A Common Stock 27,901 Direct F26
transaction DUOL Class B Common Stock Conversion of derivative security $0 -27,901 -33% $0.000000 57,845 11 Dec 2024 Class A Common Stock 27,901 Direct F26
holding DUOL Class B Common Stock 2,956,917 11 Dec 2024 Class A Common Stock 2,956,917 See footnote F26, F27
* 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 sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 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 $320.68 to $321.49, 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 $322.17 to $323.15, 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 $323.17 to $324.00, 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 $324.28 to $325.24, 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 $325.28 to $326.23, 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 $326.28 to $327.22, 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 $327.39 to $328.35, 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.
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 $328.40 to $329.24, 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 $329.68 to $330.67, 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 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 $330.68 to $331.59, 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.
F12 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 $331.68 to $332.63, 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.
F13 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 $332.72 to $331.71, 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.
F14 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 $333.77 to $334.75, 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.
F15 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 $334.77 to $335.76, 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.
F16 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 $335.77 to $336.67, 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.
F17 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 $336.80 to $337.71, 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.
F18 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 $337.81 to $338.73, 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.
F19 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 $338.84 to $339.82, 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.
F20 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 $339.84 to $340.83, 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.
F21 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 $340.85 to $341.83, 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.
F22 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 $341.85 to $342.84, 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.
F23 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 $342.85 to $343.84, 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.
F24 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 $343.87 to $344.82, 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.
F25 The shares subject to the option are fully vested and exercisable.
F26 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.
F27 Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.