Filing Details

Accession Number:
0001562088-24-000054
Form Type:
4
Zero Holdings:
No
Publication Time:
2024-03-04 16:40:41
Reporting Period:
2024-03-01
Accepted Time:
2024-03-04 16:40:41
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1562088 Duolingo Inc. DUOL Services-Prepackaged Software (7372) 453055872
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1870272 Severin Hacker C/O Duolingo, Inc. 5900 Penn Avenue
5900 Penn Avenue
Pittsburgh PA 15206
Chief Tech Officer, Co-Founder Yes Yes Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2024-03-01 10,000 $0.00 10,000 No 4 C Indirect See footnote
Class A Common Stock Disposition 2024-03-01 600 $231.98 9,400 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-03-01 963 $233.29 8,437 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-03-01 2,449 $234.44 5,988 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-03-01 3,000 $235.42 2,988 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-03-01 1,888 $236.31 1,100 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-03-01 1,100 $237.20 0 No 4 S Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See footnote
No 4 S Indirect See footnote
No 4 S Indirect See footnote
No 4 S Indirect See footnote
No 4 S Indirect See footnote
No 4 S Indirect See footnote
No 4 S Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Class B Common Stock Disposition 2024-03-01 10,000 $0.00 10,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
3,034,917 No 4 C Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 72 Direct
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Class A Common Stock Class B Common Stock $0.00 43,730 43,730 Direct
Expiration Date Amount Remaning Holdings Nature of Ownership
43,730 43,730 Direct
Footnotes
  1. Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
  2. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 2, 2023.
  3. 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 $231.47 to $232.39, 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.
  4. 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 $232.89 to $233.75, 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.
  5. 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 $234.00 to $234.99, 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.
  6. 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 $235.00 to $235.99, 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.
  7. 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 $236.01 to $236.99, 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.
  8. 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 $237.02 to $237.50, 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.
  9. 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.