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

Role
SVP, Engineering
Signature
/s/ Matthew Skaruppa, as Attorney-in-Fact for Natalie Glance
Stock symbol
DUOL
Transactions as of
Jul 27, 2021
Transactions value $
$0
Form type
3
Date filed
7/27/2021, 09:03 PM
Next filing
Sep 22, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding DUOL Class A Common Stock 50K Jul 27, 2021 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
holding DUOL Stock Option (Right to Buy) Jul 27, 2021 Class A Common Stock 140K $2.23 Direct F1
holding DUOL Stock Option (Right to Buy) Jul 27, 2021 Class A Common Stock 39.7K $5.00 Direct F2
holding DUOL Stock Option (Right to Buy) Jul 27, 2021 Class A Common Stock 24K $7.11 Direct F3
holding DUOL Stock Option (Right to Buy) Jul 27, 2021 Class A Common Stock 10.1K $7.48 Direct F4
holding DUOL Stock Option (Right to Buy) Jul 27, 2021 Class A Common Stock 14K $8.15 Direct F5
holding DUOL Stock Option (Right to Buy) Jul 27, 2021 Class A Common Stock 30K $14.42 Direct F6
holding DUOL Stock Option (Right to Buy) Jul 27, 2021 Class A Common Stock 10K $14.42 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 25% of the shares subject to the option vest on the first anniversary measured from February 27, 2015 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, 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.
F2 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 22, 2017 (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.
F3 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 27, 2018 (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 1/36th of the shares subject to the option vest on each monthly anniversary measured from February 27, 2019 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date.
F5 1/36th of the shares subject to the option vest on each monthly anniversary measured from June 27, 2019 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date.
F6 1/36th of the shares subject to the option vest on each monthly anniversary measured from February 27, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date.
F7 1/48th of the shares subject to the option vest on each monthly anniversary measured from March 9, 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.

Remarks:

Exhibit 24.1 Power of Attorney