Duolingo, Inc. — Director's Dealing 2021

Nov 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2021-11-15

Reporting Person: Meese Robert (Chief Business Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-15	Class A Common Stock	M	108	—	Acquired	199778	Direct
2021-11-15	Class A Common Stock	A	10625	—	Acquired	210403	Direct
2021-11-15	Class A Common Stock	S	91	$138.0439	Disposed	210312	Direct
2021-11-15	Class A Common Stock	S	73	$139.0086	Disposed	210239	Direct
2021-11-15	Class A Common Stock	S	76	$140.1063	Disposed	210163	Direct
2021-11-15	Class A Common Stock	S	40	$141.3591	Disposed	210123	Direct
2021-11-15	Class A Common Stock	S	12	$141.8953	Disposed	210111	Direct
2021-11-15	Class A Common Stock	S	18	$143.1101	Disposed	210093	Direct
2021-11-15	Class A Common Stock	S	52	$145.3385	Disposed	210041	Direct
2021-11-15	Class A Common Stock	S	272	$146.2107	Disposed	209769	Direct
2021-11-15	Class A Common Stock	S	51	$146.8503	Disposed	209718	Direct
2021-11-15	Class A Common Stock	S	2813	$138.1338	Disposed	206905	Direct
2021-11-15	Class A Common Stock	S	2258	$139.3861	Disposed	204647	Direct
2021-11-15	Class A Common Stock	S	5101	$140.4185	Disposed	199546	Direct
2021-11-15	Class A Common Stock	S	1417	$141.4435	Disposed	198129	Direct
2021-11-15	Class A Common Stock	S	2000	$143.5479	Disposed	196129	Direct
2021-11-15	Class A Common Stock	S	1384	$145.0363	Disposed	194745	Direct
2021-11-15	Class A Common Stock	S	7590	$146.1437	Disposed	187155	Direct
2021-11-15	Class A Common Stock	S	3095	$146.9297	Disposed	184060	Direct
2021-11-15	Class A Common Stock	S	2783	$148.0517	Disposed	181277	Direct
2021-11-15	Class A Common Stock	S	1000	$149.011	Disposed	180277	Direct
2021-11-15	Class A Common Stock	S	1759	$150.1228	Disposed	178518	Direct
2021-11-15	Class A Common Stock	S	200	$151.025	Disposed	178318	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-15	Restricted Stock Units	$	M	108	Disposed		Class A Common Stock (108.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1800	Indirect
Class A Common Stock	1800	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock. 100% of the RSUs were immediately vested as of August 15, 2021 and settled on November 15, 2021.

F2: Constitute RSUs for which the Reporting Person is entitled to receive one (1) share of the Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs vest on each quarterly anniversary of May 15, 2021. On November 15, 2021, 1,328 RSUs vested.

F3: Includes 9,297 RSUs.

F4: Shares were sold solely to satisfy tax withholding obligations in connection with the vesting of RSUs and delivery of shares.

F5: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $137.48 to $138.46, 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 $138.585 to $139.57, 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 $139.66 to $140.52, 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 $140.77 to $141.76, 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. These shares were sold in multiple transactions at prices ranging from $141.83 to $141.96, 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: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $142.90 to $143.42, 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.

F11: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $144.69 to $145.60, 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.

F12: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.72 to $146.70, 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.

F13: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.72 to $147.21, 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.

F14: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.

F15: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $137.86 to $138.77, 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.

F16: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $138.95 to $139.94, 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.

F17: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $140.01 to $140.98, 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.

F18: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $141.07 to $141.96, 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.

F19: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $142.90 to $143.85, 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.

F20: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $144.50 to $145.46, 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.

F21: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.53 to $146.52, 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.

F22: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.53 to $147.52, 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.

F23: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $147.98 to $148.42, 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.

F24: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $148.98 to $149.15, 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.

F25: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $150.00 to $150.70, 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.

F26: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $151.00 to $151.05, 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.

F27: Shares held by Eliot Meese Qualified Minor's Trust.

F28: Shares held by Isaac Meese Qualified Minor's Trust.