Hacker Severin - 01 Mar 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
01 Mar 2023
Net transactions value
-$1,082,165
Form type
4
Filing time
02 Mar 2023, 20:50:52 UTC
Previous filing
02 Feb 2023
Next filing
04 Apr 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 +10,000 $0.000000 10,000 01 Mar 2023 See footnote F1
transaction DUOL Class A Common Stock Sale $30,849 -300 -3% $102.83 9,700 01 Mar 2023 See footnote F1, F2, F3
transaction DUOL Class A Common Stock Sale $10,375 -100 -1% $103.75 9,600 01 Mar 2023 See footnote F1, F2
transaction DUOL Class A Common Stock Sale $126,175 -1,200 -12% $105.15 8,400 01 Mar 2023 See footnote F1, F2, F4
transaction DUOL Class A Common Stock Sale $170,091 -1,601 -19% $106.24 6,799 01 Mar 2023 See footnote F1, F2, F5
transaction DUOL Class A Common Stock Sale $47,820 -445 -6.5% $107.46 6,354 01 Mar 2023 See footnote F1, F2, F6
transaction DUOL Class A Common Stock Sale $307,033 -2,825 -44% $108.68 3,529 01 Mar 2023 See footnote F1, F2, F7
transaction DUOL Class A Common Stock Sale $172,753 -1,572 -45% $109.89 1,957 01 Mar 2023 See footnote F1, F2, F8
transaction DUOL Class A Common Stock Sale $217,070 -1,957 -100% $110.92 0 01 Mar 2023 See footnote F1, F2, F9
holding DUOL Class A Common Stock 72 01 Mar 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 -10,000 -0.31% $0.000000 3,197,917 01 Mar 2023 Class A Common Stock 10,000 See footnote F1, F10
holding DUOL Class B Common Stock 15,500 01 Mar 2023 Class A Common Stock 15,500 Direct F10
* 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 $102.43 to $103.00, 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 $104.75 to $105.65, 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 $105.78 to $106.74, 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 $106.82 to $107.68, 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 $108.10 to $109.08, 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.
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 $109.21 to $110.20, 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 $110.27 to $111.25, 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.
F10 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.