Duolingo, Inc. — Director's Dealing 2022

Jun 10, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2022-06-08

Reporting Person: Chen Stephen C. (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-08	Class A Common Stock	M	4007	$14.42	Acquired	32391	Direct
2022-06-08	Class A Common Stock	S	4007	$102.1235	Disposed	28384	Direct
2022-06-09	Class A Common Stock	M	100	$14.42	Acquired	28484	Direct
2022-06-09	Class A Common Stock	S	100	$102.12	Disposed	28384	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-06-08	Stock Option (Right to Buy)	$14.42	M	4007	Disposed	2030-03-10	Class A Common Stock (4007.0)	Direct
2022-06-09	Stock Option (Right to Buy)	$14.42	M	100	Disposed	2030-03-10	Class A Common Stock (100.0)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.

F2: The price reported in Column 4 is a weighted average price calculated by the broker executing the sales transactions. These shares were sold as part of a block trade in multiple transactions at sales prices ranging from $102.00 to $102.67, and the Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate sales price.

F3: 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.