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Duolingo, Inc. — Director's Dealing 2025
Jan 16, 2025
30402_dirs_2025-01-16_97f0a432-4f82-47a1-9c42-dc859830718f.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: 2025-01-15
Reporting Person: von Ahn Luis (Director, President & CEO, Co-Founder, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-01-15 | Class A Common Stock | C | 8000 | $7.48 | Acquired | 8000 | Direct |
| 2025-01-15 | Class A Common Stock | S | 300 | $318.29 | Disposed | 7700 | Direct |
| 2025-01-15 | Class A Common Stock | S | 800 | $319.3629 | Disposed | 6900 | Direct |
| 2025-01-15 | Class A Common Stock | S | 2550 | $320.3545 | Disposed | 4350 | Direct |
| 2025-01-15 | Class A Common Stock | S | 2600 | $321.4262 | Disposed | 1750 | Direct |
| 2025-01-15 | Class A Common Stock | S | 1450 | $322.3238 | Disposed | 300 | Direct |
| 2025-01-15 | Class A Common Stock | S | 300 | $323.5187 | Disposed | 0 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-01-15 | Stock Option (Right to Buy) | $7.48 | M | 8000 | Disposed | 2029-02-14 | Class B Common Stock (8000) | Direct |
| 2025-01-15 | Class B Common Stock | $ | C | 8000 | Acquired | Class A Common Stock (8000) | Direct | |
| 2025-01-15 | Class B Common Stock | $ | C | 8000 | Disposed | Class A Common Stock (8000) | Direct |
Footnotes
F1: The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 12, 2024.
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 $317.65 to $318.62, 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 $318.82 to $319.775, 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 $319.87 to $320.83, 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 $320.94 to $321.93, 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.
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 $321.95 to $322.74, 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 $323.25 to $323.70, 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 shares subject to the option are fully vested and exercisable.
F9: 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.