Severin Hacker - Jul 30, 2021 Form 4 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 30, 2021
Transactions value $: -$5,100,000
Form type: 4
Date filed: 8/2/2021, 09:48 PM
Previous filing: Jul 27, 2021
Next filing: Sep 22, 2021

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	+50K		$0.00	50K	Jul 30, 2021	See footnote	F1, F2
transaction	DUOL	Class A Common Stock	Sale	-$5.1M	-50K	-100%	$102.00	0	Jul 30, 2021	See footnote	F2

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		-50K	-1.45%		3.41M	Jul 30, 2021	Class A Common Stock	50K		See footnote	F1, F2
holding	DUOL	Class B Common Stock						15.5K	Jul 30, 2021	Class A Common Stock	15.5K		Direct	F1

* 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.

Content

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.

Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.