Duolingo, Inc. — Director's Dealing 2022

Feb 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2022-02-09

Reporting Person: Skaruppa Matthew (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-09	Class A Common Stock	M	700	$14.42	Acquired	22575	Direct
2022-02-09	Class A Common Stock	S	700	$102.0025	Disposed	21875	Direct
2022-02-10	Class A Common Stock	M	2184	$14.42	Acquired	24059	Direct
2022-02-10	Class A Common Stock	S	2184	$102.1661	Disposed	21875	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-09	Stock Option (Right to Buy)	$14.42	M	700	Disposed	2030-03-10	Class A Common Stock (700.0)	Direct
2022-02-10	Stock Option (Right to Buy)	$14.42	M	2184	Disposed	2030-03-10	Class A Common Stock (2184.0)	Direct

Footnotes

F1: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.

F2: The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $102.00 to $102.02, 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 price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $102.00 to $102.31, 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.

F4: 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.