Duolingo, Inc. — Director's Dealing 2023

Jun 15, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2023-06-14

Reporting Person: Shelton James H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-14	Class A Common Stock	M	10000	$22.91	Acquired	13237	Direct
2023-06-14	Class A Common Stock	S	1900	$151.6309	Disposed	11337	Direct
2023-06-14	Class A Common Stock	S	2404	$152.7115	Disposed	8933	Direct
2023-06-14	Class A Common Stock	S	3200	$153.7531	Disposed	5733	Direct
2023-06-14	Class A Common Stock	S	2496	$154.6431	Disposed	3237	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-14	Stock Option (Right to Buy)	$22.91	M	10000	Disposed	2030-09-23	Class A Common Stock (10000)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on March 15, 2023.

F2: The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $151.01 to $152.00, 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.

F3: The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $152.14 to $153.13, 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.

F4: The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $153.26 to $154.24, 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: The price reported in Column 4 is a weighted average sale price calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $154.29 to $154.94, 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.

F6: 25% of the shares subject to the option vest annually measured from September 2, 2020 (the "Vesting Commencement Date"), 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.