Luis von Ahn - Dec 13, 2024 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Signature
/s/ Stephen Chen, as Attorney-in-Fact for Luis von Ahn
Stock symbol
DUOL
Transactions as of
Dec 13, 2024
Transactions value $
-$50,066,950
Form type
4
Date filed
12/17/2024, 04:24 PM
Previous filing
Dec 16, 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 +45.8K $0.00 45.8K Dec 13, 2024 Direct
transaction DUOL Class A Common Stock Sale -$301K -900 -1.96% $334.51 44.9K Dec 13, 2024 Direct F1, F2
transaction DUOL Class A Common Stock Sale -$654K -1.95K -4.33% $335.84 43K Dec 13, 2024 Direct F1, F3
transaction DUOL Class A Common Stock Sale -$1.59M -4.71K -10.95% $336.75 38.3K Dec 13, 2024 Direct F1, F4
transaction DUOL Class A Common Stock Sale -$5.39M -15.9K -41.64% $337.84 22.3K Dec 13, 2024 Direct F1, F5
transaction DUOL Class A Common Stock Sale -$3.87M -11.4K -51.07% $338.79 10.9K Dec 13, 2024 Direct F1, F6
transaction DUOL Class A Common Stock Sale -$1.83M -5.4K -49.4% $339.66 5.53K Dec 13, 2024 Direct F1, F7
transaction DUOL Class A Common Stock Sale -$647K -1.9K -34.34% $340.63 3.63K Dec 13, 2024 Direct F1, F8
transaction DUOL Class A Common Stock Sale -$280K -821 -22.6% $341.65 2.81K Dec 13, 2024 Direct F1, F9
transaction DUOL Class A Common Stock Sale -$587K -1.71K -60.88% $342.72 1.1K Dec 13, 2024 Direct F1, F10
transaction DUOL Class A Common Stock Sale -$378K -1.1K -100% $343.34 0 Dec 13, 2024 Direct F1, F11
transaction DUOL Class A Common Stock Conversion of derivative security $0 +99.4K $0.00 99.4K Dec 16, 2024 Direct
transaction DUOL Class A Common Stock Sale -$542K -1.6K -1.61% $339.04 97.8K Dec 16, 2024 Direct F1, F12
transaction DUOL Class A Common Stock Sale -$387K -1.14K -1.16% $340.41 96.7K Dec 16, 2024 Direct F1, F13
transaction DUOL Class A Common Stock Sale -$245K -717 -0.74% $341.91 95.9K Dec 16, 2024 Direct F1, F14
transaction DUOL Class A Common Stock Sale -$942K -2.75K -2.86% $342.79 93.2K Dec 16, 2024 Direct F1, F15
transaction DUOL Class A Common Stock Sale -$1.39M -4.03K -4.33% $343.87 89.2K Dec 16, 2024 Direct F1, F16
transaction DUOL Class A Common Stock Sale -$2.08M -6.04K -6.77% $344.86 83.1K Dec 16, 2024 Direct F1, F17
transaction DUOL Class A Common Stock Sale -$1.72M -4.97K -5.98% $345.85 78.2K Dec 16, 2024 Direct F1, F18
transaction DUOL Class A Common Stock Sale -$1.14M -3.28K -4.2% $347.01 74.9K Dec 16, 2024 Direct F1, F19
transaction DUOL Class A Common Stock Sale -$6.74M -19.4K -25.86% $347.89 55.5K Dec 16, 2024 Direct F1, F20
transaction DUOL Class A Common Stock Sale -$16.1M -46.1K -83.1% $348.73 9.38K Dec 16, 2024 Direct F1, F21
transaction DUOL Class A Common Stock Sale -$2.89M -8.28K -88.23% $349.68 1.1K Dec 16, 2024 Direct F1, F22
transaction DUOL Class A Common Stock Sale -$387K -1.1K -100% $350.49 0 Dec 16, 2024 Direct F1, F23

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 -24.6K -14.06% $0.00 150K Dec 13, 2024 Class B Common Stock 24.6K $14.42 Direct F24
transaction DUOL Stock Option (Right to Buy) Options Exercise $0 -21.2K -39.9% $0.00 32K Dec 13, 2024 Class B Common Stock 21.2K $7.48 Direct F24
transaction DUOL Class B Common Stock Conversion of derivative security $0 +45.8K +1.48% $0.00 3.14M Dec 13, 2024 Class A Common Stock 45.8K Direct F25
transaction DUOL Class B Common Stock Conversion of derivative security $0 -45.8K -1.46% $0.00 3.1M Dec 13, 2024 Class A Common Stock 45.8K Direct F25
transaction DUOL Stock Option (Right to Buy) Options Exercise $0 -99.4K -66.09% $0.00 51K Dec 16, 2024 Class B Common Stock 99.4K $14.42 Direct F24
transaction DUOL Class B Common Stock Conversion of derivative security $0 +99.4K +3.21% $0.00 3.2M Dec 16, 2024 Class A Common Stock 99.4K Direct F25
transaction DUOL Class B Common Stock Conversion of derivative security $0 -99.4K -3.11% $0.00 3.1M Dec 16, 2024 Class A Common Stock 99.4K Direct F25
* 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 12, 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 $334.04 to $334.83, 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.
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 $335.18 to $336.175, 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 $336.18 to $337.17, 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 $337.18 to $338.17, 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 $338.18 to $339.17, 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 $339.18 to $340.17, 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 $340.18 to $341.08, 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 $341.245 to $342.24, 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 $342.27 to $343.24, 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.
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 $343.29 to $343.49, 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.
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 $339.00 to $339.05, 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 $340.21 to $341.19, 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 $341.24 to $342.23, 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.
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 $342.24 to $343.07, 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 $343.25 to $344.19, 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 $344.28 to $345.25, 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 $345.34 to $346.33, 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 $346.34 to $347.33, 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 $347.34 to $348.33, 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 $348.34 to $349.335, 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 $349.35 to $350.34, 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 $350.43 to $350.71, 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.
F24 The shares subject to the option are fully vested and exercisable.
F25 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.