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Duolingo, Inc. — Director's Dealing 2024
Mar 8, 2024
30402_dirs_2024-03-07_bb079bed-d010-4f3f-bc6f-74cdf0a7842a.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Duolingo, Inc. (DUOL)
CIK: 0001562088
Period of Report: 2024-03-05
Reporting Person: Bohutinsky Amy (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-03-05 | Class A Common Stock | M | 15000 | $16.27 | Acquired | 19253 | Direct |
| 2024-03-05 | Class A Common Stock | S | 7455 | $200.2526 | Disposed | 11798 | Direct |
| 2024-03-05 | Class A Common Stock | S | 4240 | $201.3436 | Disposed | 7558 | Direct |
| 2024-03-05 | Class A Common Stock | S | 661 | $202.5271 | Disposed | 6897 | Direct |
| 2024-03-05 | Class A Common Stock | S | 344 | $203.3916 | Disposed | 6553 | Direct |
| 2024-03-05 | Class A Common Stock | S | 400 | $204.53 | Disposed | 6153 | Direct |
| 2024-03-05 | Class A Common Stock | S | 100 | $206.9255 | Disposed | 6053 | Direct |
| 2024-03-05 | Class A Common Stock | S | 900 | $208.04 | Disposed | 5153 | Direct |
| 2024-03-05 | Class A Common Stock | S | 300 | $209.29 | Disposed | 4853 | Direct |
| 2024-03-05 | Class A Common Stock | S | 100 | $209.91 | Disposed | 4753 | Direct |
| 2024-03-05 | Class A Common Stock | S | 200 | $214.895 | Disposed | 4553 | Direct |
| 2024-03-05 | Class A Common Stock | S | 300 | $217.3967 | Disposed | 4253 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-03-05 | Stock Option (Right to Buy) | $16.27 | M | 15000 | Disposed | 2030-06-10 | Class A Common Stock (15000) | Direct |
Footnotes
F1: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on December 4, 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 $200.00 to $200.95, 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 $201.00 to $201.93, 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 $202.00 to $202.97, 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 $203.03 to $203.63, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $204.34 to $204.98, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $206.60 to $206.95, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $207.70 to $208.51, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $208.88 to $209.80, 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.
F10: 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 $214.54 to $215.25, 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.
F11: 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 $217.11 to $217.54, 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.
F12: 25% of the shares subject to the option vest annually measured from June 10, 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.