Duolingo, Inc. — Director's Dealing 2022

Feb 24, 2022

SEC Form 4/A — Form 4/A

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2022-02-15

Reporting Person: Chen Stephen C. (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-15	Class A Common Stock	S	14	$96.2389	Disposed	4477	Direct
2022-02-15	Class A Common Stock	S	27	$97.1012	Disposed	4450	Direct
2022-02-15	Class A Common Stock	S	17	$97.7455	Disposed	4433	Direct
2022-02-15	Class A Common Stock	S	20	$99.0346	Disposed	4413	Direct
2022-02-15	Class A Common Stock	S	18	$99.7916	Disposed	4395	Direct
2022-02-15	Class A Common Stock	S	1	$100.96	Disposed	4394	Direct

Footnotes

F1: Shares were sold solely to satisfy tax withholding obligations in connection with the vesting of restricted stock unit ("RSUs") and delivery of shares.

F2: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $95.49 to $96.42, 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.

F3: The original Form 4 filed by the Reporting Person on 2/17/2022 incorrectly reflected 97 shares sold at a single price point. This Form 4/A corrects the aforementioned error by providing the weighted average sale price and price range. Except as noted in this footnote, all other information as disclosed in the Reporting Person's original Form 4 was accurately reported.

F4: Includes 3,484 RSUs.

F5: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $96.50 to $97.47, 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 $97.50 to $98.46, 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.

F7: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $98.51 to $99.50, 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.

F8: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $99.52 to $100.40, 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 $100.92 to $101.00, 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.