Filing Details

Accession Number:
0001562088-24-000067
Form Type:
4
Zero Holdings:
No
Publication Time:
2024-03-11 20:36:59
Reporting Period:
2024-03-07
Accepted Time:
2024-03-11 20:36:59
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
1829259 Luis Ahn Von C/O Duolingo, Inc.
5900 Penn Avenue
Pittsburgh PA 15206
President & Ceo, 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 2024-03-07 100 $0.00 100 No 4 C Direct
Class A Common Stock Disposition 2024-03-07 100 $215.00 0 No 4 S Direct
Class A Common Stock Acquisiton 2024-03-08 18,004 $0.00 18,004 No 4 C Direct
Class A Common Stock Disposition 2024-03-08 16,304 $215.38 1,700 No 4 S Direct
Class A Common Stock Disposition 2024-03-08 1,700 $216.21 0 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Direct
No 4 S Direct
No 4 C Direct
No 4 S Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class B Common Stock Stock Option (Right to Buy) Disposition 2024-03-07 100 $0.00 100 $7.48
Class A Common Stock Class B Common Stock Acquisiton 2024-03-07 100 $0.00 100 $0.00
Class A Common Stock Class B Common Stock Disposition 2024-03-07 100 $0.00 100 $0.00
Class B Common Stock Stock Option (Right to Buy) Disposition 2024-03-08 18,004 $0.00 18,004 $7.48
Class A Common Stock Class B Common Stock Acquisiton 2024-03-08 18,004 $0.00 18,004 $0.00
Class A Common Stock Class B Common Stock Disposition 2024-03-08 18,004 $0.00 18,004 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
159,027 2029-02-14 No 4 M Direct
3,089,331 No 4 C Direct
3,089,231 No 4 C Direct
141,023 2029-02-14 No 4 M Direct
3,107,235 No 4 C Direct
3,089,231 No 4 C Direct
Footnotes
  1. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on November 30, 2023.
  2. 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 $215.00 to $215.93, 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.
  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 $216.00 to $216.35, 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.
  4. The shares subject to the option are fully vested and exercisable.
  5. 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.