Duolingo, Inc. — Director's Dealing 2021

Nov 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2021-11-16

Reporting Person: Glance Natalie (SVP, Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-16	Class A Common Stock	M	995	$2.23	Acquired	75023	Direct
2021-11-16	Class A Common Stock	M	18333	$5	Acquired	93356	Direct
2021-11-16	Class A Common Stock	M	130	$7.11	Acquired	93486	Direct
2021-11-16	Class A Common Stock	S	2765	$135.7541	Disposed	90721	Direct
2021-11-16	Class A Common Stock	S	1921	$136.4994	Disposed	88800	Direct
2021-11-16	Class A Common Stock	S	951	$138.2488	Disposed	87849	Direct
2021-11-16	Class A Common Stock	S	6355	$139.1602	Disposed	81494	Direct
2021-11-16	Class A Common Stock	S	6378	$140.0312	Disposed	75116	Direct
2021-11-16	Class A Common Stock	S	1000	$140.7918	Disposed	74116	Direct
2021-11-16	Class A Common Stock	S	88	$141.65	Disposed	74028	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-16	Stock Option (Right to Buy)	$2.23	M	995	Disposed	2025-02-27	Class A Common Stock (995.0)	Direct
2021-11-16	Stock Option (Right to Buy)	$5.0	M	18333	Disposed	2027-04-07	Class A Common Stock (18333.0)	Direct
2021-11-16	Stock Option (Right to Buy)	$7.11	M	130	Disposed	2028-04-20	Class A Common Stock (130.0)	Direct

Footnotes

F1: Includes 21,875 restricted stock units.

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. These shares were sold in multiple transactions at prices ranging from $135.19 to $136.18, 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. These shares were sold in multiple transactions at prices ranging from $136.19 to $137.02, 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. These shares were sold in multiple transactions at prices ranging from $137.59 to $138.54, 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. These shares were sold in multiple transactions at prices ranging from $138.62 to $139.61, 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. These shares were sold in multiple transactions at prices ranging from $139.63 to $140.62, 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. These shares were sold in multiple transactions at prices ranging from $140.63 to $141.09, 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 shares subject to the option are fully vested and exercisable.

F10: 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.