Severin Hacker - Jul 27, 2021 Form 3 Insider Report for Duolingo, Inc. (DUOL)

Role
Chief Technology Officer,, Director, Co-Founder, 10%+ Owner
Signature
/s/ Matthew Skaruppa, as Attorney-in-Fact for Severin Hacker
Stock symbol
DUOL
Transactions as of
Jul 27, 2021
Transactions value $
$0
Form type
3
Date filed
7/27/2021, 09:01 PM
Next filing
Aug 2, 2021

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
holding DUOL Class B Common Stock Jul 27, 2021 Class A Common Stock 15.5K $0.00 Direct F1
holding DUOL Class B Common Stock Jul 27, 2021 Class A Common Stock 3.46M $0.00 See footnote F1, F2
holding DUOL Stock Option (Right to Buy) Jul 27, 2021 Class B Common Stock 161K $7.48 Direct F3
holding DUOL Stock Option (Right to Buy) Jul 27, 2021 Class B Common Stock 174K $14.42 Direct F4
holding DUOL Stock Option (Right to Buy) Jul 27, 2021 Class B Common Stock 175K $38.08 Direct F5
holding DUOL Performance-Based Restricted Stock Units Jul 27, 2021 Class B Common Stock 600K $0.00 Direct F6, F7
* 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 Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
F3 1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2019 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.
F4 1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.
F5 1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2021 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date.
F6 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.
F7 (continued) 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.

Remarks:

Exhibit 24.1 Power of Attorney