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Duolingo, Inc. — Director's Dealing 2024
Feb 5, 2024
30402_dirs_2024-02-05_99851f3c-526d-4b88-8419-ef847489bee5.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: 2024-02-01
Reporting Person: Shelton James H (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-02-01 | Class A Common Stock | M | 10000 | $22.91 | Acquired | 14253 | Direct |
| 2024-02-01 | Class A Common Stock | S | 800 | $175.6594 | Disposed | 13453 | Direct |
| 2024-02-01 | Class A Common Stock | S | 2463 | $176.8893 | Disposed | 10990 | Direct |
| 2024-02-01 | Class A Common Stock | S | 1498 | $178.0369 | Disposed | 9492 | Direct |
| 2024-02-01 | Class A Common Stock | S | 1700 | $179.3761 | Disposed | 7792 | Direct |
| 2024-02-01 | Class A Common Stock | S | 2273 | $180.1809 | Disposed | 5519 | Direct |
| 2024-02-01 | Class A Common Stock | S | 1266 | $181.2418 | Disposed | 4253 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-02-01 | Stock Option (Right to Buy) | $22.91 | M | 10000 | Disposed | 2030-09-23 | Class A Common Stock (10000) | Direct |
Footnotes
F1: The sale was 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 $175.28 to $176.04, 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 $176.44 to $177.40, 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 $177.63 to $178.35, 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 $178.74 to $179.69, 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 $179.80 to $180.77, 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 $181.05 to $181.47, 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: 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.