Duolingo, Inc. — Director's Dealing 2023

Jan 27, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2022-12-12

Reporting Person: Hacker Severin (Director, Chief Tech Officer, Co-Founder, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-12	Class A Common Stock	C	3500	—	Acquired	3500	Indirect
2022-12-12	Class A Common Stock	G	3500	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-12	Class B Common Stock	$	C	3500	Disposed		Class A Common Stock (3500.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	72	Direct

Footnotes

F1: Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.

F2: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock in connection with: (i) any transfer, whether or not for value, except for certain permitted transfers further described in the Issuer's amended and restated certificate of incorporation, (ii) such time as the aggregate number of shares of Class B Common Stock outstanding ceases to represent 5% of the aggregate number of shares of Common Stock outstanding, and (iii) the death of the Reporting Person.

F3: The amount reported in Column 9 of Table II represents the number Class B shares held by the SBH Trust dated March 10, 2020 as of the date hereof. The Reporting Person filed Forms 4 on December 15, 2022 and January 11, 2023 that incorrectly reported the number of Class B shares held by the SBH Trust dated March 10, 2020.