Duolingo, Inc. — Director's Dealing 2022

Feb 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Skaruppa Matthew (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-15	Class A Common Stock	S	459	$98.0125	Disposed	21416	Direct
2022-02-15	Class A Common Stock	M	600	$14.42	Acquired	22016	Direct
2022-02-15	Class A Common Stock	S	600	$102.0417	Disposed	21416	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-15	Stock Option (Right to Buy)	$14.42	M	600	Disposed	2030-03-10	Class A Common Stock (600.0)	Direct

Footnotes

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

F2: Includes 20,313 RSUs.

F3: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.

F4: 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 $102.16, 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.

F5: 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.