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: Skaruppa Matthew (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-15	Class A Common Stock	M	1450	—	Acquired	1450	Direct
2021-11-15	Class A Common Stock	A	25000	—	Acquired	26450	Direct
2021-11-15	Class A Common Stock	S	185	$138.0439	Disposed	26265	Direct
2021-11-15	Class A Common Stock	S	149	$139.0086	Disposed	26116	Direct
2021-11-15	Class A Common Stock	S	155	$140.1063	Disposed	25961	Direct
2021-11-15	Class A Common Stock	S	82	$141.3591	Disposed	25879	Direct
2021-11-15	Class A Common Stock	S	23	$141.8953	Disposed	25856	Direct
2021-11-15	Class A Common Stock	S	37	$143.1101	Disposed	25819	Direct
2021-11-15	Class A Common Stock	S	107	$145.3385	Disposed	25712	Direct
2021-11-15	Class A Common Stock	S	554	$146.2107	Disposed	25158	Direct
2021-11-15	Class A Common Stock	S	104	$146.8503	Disposed	25054	Direct
2021-11-15	Class A Common Stock	M	12000	$14.42	Acquired	37054	Direct
2021-11-15	Class A Common Stock	S	1300	$138.0508	Disposed	35754	Direct
2021-11-15	Class A Common Stock	S	900	$139.1689	Disposed	34854	Direct
2021-11-15	Class A Common Stock	S	2312	$140.2754	Disposed	32542	Direct
2021-11-15	Class A Common Stock	S	981	$141.3008	Disposed	31561	Direct
2021-11-15	Class A Common Stock	S	200	$142.60	Disposed	31361	Direct
2021-11-15	Class A Common Stock	S	400	$143.515	Disposed	30961	Direct
2021-11-15	Class A Common Stock	S	907	$145.2573	Disposed	30054	Direct
2021-11-15	Class A Common Stock	S	3504	$146.3037	Disposed	26550	Direct
2021-11-15	Class A Common Stock	S	946	$147.0926	Disposed	25604	Direct
2021-11-15	Class A Common Stock	S	450	$148.1344	Disposed	25154	Direct
2021-11-15	Class A Common Stock	S	100	$149.15	Disposed	25054	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-15	Restricted Stock Units	$	M	1450	Disposed		Class A Common Stock (1450.0)	Direct
2021-11-15	Stock Option (Right to Buy)	$14.42	M	12000	Disposed	2030-03-10	Class A Common Stock (12000.0)	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, 3,125 RSUs vested.

F3: Includes 21,875 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 $138.50, 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 $138.92 to $139.66, 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 $139.92 to $140.82, 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 $140.98 to $141.74, 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.

F19: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $142.13 to $143.07, 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 $143.17 to $143.84, 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 $144.79 to $145.73, 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 $145.80 to $146.77, 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.

F23: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.86 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.

F24: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $147.87 to $148.37, 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 February 24, 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.