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: Glance Natalie (SVP, Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-15	Class A Common Stock	M	108	—	Acquired	50108	Direct
2021-11-15	Class A Common Stock	A	25000	—	Acquired	75108	Direct
2021-11-15	Class A Common Stock	S	143	$138.0439	Disposed	74965	Direct
2021-11-15	Class A Common Stock	S	116	$139.0086	Disposed	74849	Direct
2021-11-15	Class A Common Stock	S	120	$140.1063	Disposed	74729	Direct
2021-11-15	Class A Common Stock	S	63	$141.3591	Disposed	74666	Direct
2021-11-15	Class A Common Stock	S	18	$141.8953	Disposed	74648	Direct
2021-11-15	Class A Common Stock	S	29	$143.1101	Disposed	74619	Direct
2021-11-15	Class A Common Stock	S	82	$145.3385	Disposed	74537	Direct
2021-11-15	Class A Common Stock	S	428	$146.2107	Disposed	74109	Direct
2021-11-15	Class A Common Stock	S	81	$146.8503	Disposed	74028	Direct
2021-11-15	Class A Common Stock	M	56142	$2.23	Acquired	130170	Direct
2021-11-15	Class A Common Stock	S	5102	$138.3045	Disposed	125068	Direct
2021-11-15	Class A Common Stock	S	6689	$139.2746	Disposed	118379	Direct
2021-11-15	Class A Common Stock	S	7525	$140.3031	Disposed	110854	Direct
2021-11-15	Class A Common Stock	S	4523	$141.3521	Disposed	106331	Direct
2021-11-15	Class A Common Stock	S	800	$142.6668	Disposed	105531	Direct
2021-11-15	Class A Common Stock	S	2671	$143.5156	Disposed	102860	Direct
2021-11-15	Class A Common Stock	S	2200	$144.7163	Disposed	100660	Direct
2021-11-15	Class A Common Stock	S	8475	$145.7993	Disposed	92185	Direct
2021-11-15	Class A Common Stock	S	13809	$146.38	Disposed	78376	Direct
2021-11-15	Class A Common Stock	S	2648	$147.8434	Disposed	75728	Direct
2021-11-15	Class A Common Stock	S	1200	$148.5567	Disposed	74528	Direct
2021-11-15	Class A Common Stock	S	300	$150.27	Disposed	74228	Direct
2021-11-15	Class A Common Stock	S	200	$151.05	Disposed	74028	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
2021-11-15	Stock Option (Right to Buy)	$2.23	M	56142	Disposed	2025-02-27	Class A Common Stock (56142.0)	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 $138.85, 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.

F16: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $138.86 to $139.82, 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.

F17: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $139.91 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 $140.96 to $141.95, 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 $141.96 to $142.94, 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.

F20: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $142.97 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.

F21: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $144.07 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.

F22: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.10 to $146.09, 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.

F23: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.10 to $147.05, 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.

F24: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $147.14 to $148.13, 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 $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.

F26: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $150.04 to $150.72, 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: 25% of the shares subject to the option vest on the first anniversary measured from February 27, 2015 (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.