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: Chen Stephen C. (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-15	Class A Common Stock	M	544	—	Acquired	544	Direct
2021-11-15	Class A Common Stock	A	4288	—	Acquired	4832	Direct
2021-11-15	Class A Common Stock	S	45	$138.0439	Disposed	4787	Direct
2021-11-15	Class A Common Stock	S	37	$139.0086	Disposed	4750	Direct
2021-11-15	Class A Common Stock	S	38	$140.1063	Disposed	4712	Direct
2021-11-15	Class A Common Stock	S	20	$141.3591	Disposed	4692	Direct
2021-11-15	Class A Common Stock	S	6	$141.8953	Disposed	4686	Direct
2021-11-15	Class A Common Stock	S	9	$143.1101	Disposed	4677	Direct
2021-11-15	Class A Common Stock	S	26	$145.3385	Disposed	4651	Direct
2021-11-15	Class A Common Stock	S	135	$146.2107	Disposed	4516	Direct
2021-11-15	Class A Common Stock	S	25	$146.8503	Disposed	4491	Direct
2021-11-15	Class A Common Stock	M	17499	$14.42	Acquired	21990	Direct
2021-11-15	Class A Common Stock	S	1932	$138.1012	Disposed	20058	Direct
2021-11-15	Class A Common Stock	S	1109	$139.2914	Disposed	18949	Direct
2021-11-15	Class A Common Stock	S	3457	$140.333	Disposed	15492	Direct
2021-11-15	Class A Common Stock	S	1629	$141.2702	Disposed	13863	Direct
2021-11-15	Class A Common Stock	S	500	$143.222	Disposed	13363	Direct
2021-11-15	Class A Common Stock	S	600	$144.7094	Disposed	12763	Direct
2021-11-15	Class A Common Stock	S	3339	$145.9079	Disposed	9424	Direct
2021-11-15	Class A Common Stock	S	3530	$146.4784	Disposed	5894	Direct
2021-11-15	Class A Common Stock	S	903	$147.8352	Disposed	4991	Direct
2021-11-15	Class A Common Stock	S	400	$148.715	Disposed	4591	Direct
2021-11-15	Class A Common Stock	S	100	$150.70	Disposed	4491	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-15	Restricted Stock Units	$	M	544	Disposed		Class A Common Stock (544.0)	Direct
2021-11-15	Stock Option (Right to Buy)	$14.42	M	17499	Disposed	2030-03-10	Class A Common Stock (17499.0)	Direct

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 Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2021. On November 15, 2021, 536 RSUs vested.

F3: Includes 3,752 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 $139.95 to $140.92, 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 $140.97 to $141.91, 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 $142.98 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 $144.18 to $145.05, 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.

F21: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.19 to $146.17, 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.

F22: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.19 to $146.98, 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.

F23: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $147.19 to $148.10, 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 $148.29 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: 25% of the shares subject to the option vest on the first anniversary measured from March 2, 2020 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, 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.