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Filing Details

Accession Number:: 0001562088-21-000035
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-17 16:50:36
Reporting Period:: 2021-11-15

Accepted Time:: 2021-11-17 16:50:36
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
1869669	Matthew Skaruppa	C/O Duolingo, Inc. 5900 Penn Avenue Pittsburgh PA 15206	Chief Financial Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2021-11-15	1,450	$0.00	1,450	No	4	M	Direct
Class A Common Stock	Acquisiton	2021-11-15	25,000	$0.00	26,450	No	4	A	Direct
Class A Common Stock	Disposition	2021-11-15	185	$138.04	26,265	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	149	$139.01	26,116	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	155	$140.11	25,961	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	82	$141.36	25,879	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	23	$141.90	25,856	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	37	$143.11	25,819	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	107	$145.34	25,712	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	554	$146.21	25,158	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	104	$146.85	25,054	No	4	S	Direct
Class A Common Stock	Acquisiton	2021-11-15	12,000	$14.42	37,054	No	4	M	Direct
Class A Common Stock	Disposition	2021-11-15	1,300	$138.05	35,754	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	900	$139.17	34,854	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	2,312	$140.28	32,542	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	981	$141.30	31,561	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	200	$142.60	31,361	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	400	$143.52	30,961	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	907	$145.26	30,054	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	3,504	$146.30	26,550	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	946	$147.09	25,604	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	450	$148.13	25,154	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	100	$149.15	25,054	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	A	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Restricted Stock Units	Disposition	2021-11-15	1,450	$0.00	1,450	$0.00
Class A Common Stock	Stock Option (Right to Buy)	Disposition	2021-11-15	12,000	$0.00	12,000	$14.42

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	Direct
294,163		2030-03-10	No	4	M	Direct

Footnotes

Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock. 100% of the RSUs were immediately vested as of August 15, 2021 and settled on November 15, 2021.
Constitute RSUs for which the Reporting Person is entitled to receive one (1) share of Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2021. On November 15, 2021, 3,125 RSUs vested.
Includes 21,875 RSUs.
Shares were sold solely to satisfy tax withholding obligations in connection with the vesting of RSUs and delivery of shares.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $137.48 to $138.46, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $138.585 to $139.57, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $139.66 to $140.52, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $140.77 to $141.76, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $141.83 to $141.96, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $142.90 to $143.42, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $144.69 to $145.60, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.72 to $146.70, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.72 to $147.21, 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.
The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $137.86 to $138.50, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $138.92 to $139.66, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $139.92 to $140.82, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $140.98 to $141.74, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $142.13 to $143.07, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $143.17 to $143.84, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $144.79 to $145.73, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.80 to $146.77, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.86 to $147.52, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $147.87 to $148.37, 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.
25% of the shares subject to the option vest on the first anniversary measured from February 24, 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.