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Duolingo, Inc. — Director's Dealing 2024
Jan 6, 2024
30402_dirs_2024-01-05_a51fd14c-bc43-484b-942c-cc6e2835c8d9.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: 2024-01-04
Reporting Person: Chen Stephen C. (General Counsel)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2024-01-04 | Class A Common Stock | M | 18000 | $14.42 | Acquired | 53033 | Direct |
| 2024-01-04 | Class A Common Stock | S | 5396 | $205.2039 | Disposed | 47637 | Direct |
| 2024-01-04 | Class A Common Stock | S | 3840 | $205.9844 | Disposed | 43797 | Direct |
| 2024-01-04 | Class A Common Stock | S | 1586 | $207.1876 | Disposed | 42211 | Direct |
| 2024-01-04 | Class A Common Stock | S | 4722 | $208.1712 | Disposed | 37489 | Direct |
| 2024-01-04 | Class A Common Stock | S | 2091 | $209.0053 | Disposed | 35398 | Direct |
| 2024-01-04 | Class A Common Stock | S | 365 | $210.2859 | Disposed | 35033 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2024-01-04 | Stock Option (Right to Buy) | $14.42 | M | 18000 | Disposed | 2030-03-10 | Class A Common Stock (18000) | Direct |
Footnotes
F1: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 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 $204.56 to $205.55, 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 $205.57 to $206.55, 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 $206.61 to $207.58, 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 $207.69 to $208.68, 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 $208.69 to $209.40, 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.
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 $210.04 to $210.59, 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 on the first anniversary measured from March 2, 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.