Hacker Severin - 09 Jan 2023 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
Chief Tech Officer, Co-Founder, Director, 10%+ Owner
Signature
/s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker
Issuer symbol
DUOL
Transactions as of
09 Jan 2023
Net transactions value
-$750,680
Form type
4
Filing time
11 Jan 2023, 15:44:33 UTC
Previous filing
15 Dec 2022
Next filing
02 Feb 2023
SEC
View on sec.gov

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 +2,800 $0.000000 2,800 09 Jan 2023 See footnote F1
transaction DUOL Class A Common Stock Sale $210,146 -2,800 -100% $75.05 0 09 Jan 2023 See footnote F1, F2, F3
transaction DUOL Class A Common Stock Conversion of derivative security $0 +7,200 $0.000000 7,200 10 Jan 2023 See footnote F1
transaction DUOL Class A Common Stock Sale $540,534 -7,200 -100% $75.07 0 10 Jan 2023 See footnote F1, F2, F4
holding DUOL Class A Common Stock 72 09 Jan 2023 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
transaction DUOL Class B Common Stock Conversion of derivative security $0 -2,800 -0.09% $0.000000 3,228,617 09 Jan 2023 Class A Common Stock 2,800 See footnote F1, F5
transaction DUOL Class B Common Stock Conversion of derivative security $0 -7,200 -0.22% $0.000000 3,221,417 10 Jan 2023 Class A Common Stock 7,200 See footnote F1, F5
holding DUOL Class B Common Stock 15,500 09 Jan 2023 Class A Common Stock 15,500 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
F2 The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.
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 $75.00 to $75.17, 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.
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 $75.00 to $75.38, 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 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.