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Filing Details

Accession Number:: 0001562088-21-000036
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-17 16:51:07
Reporting Period:: 2021-11-15

Accepted Time:: 2021-11-17 16:51:07
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
1869668	Robert Meese	C/O Duolingo, Inc. 5900 Penn Avenue Pittsburgh PA 15206	Chief Business 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	108	$0.00	199,778	No	4	M	Direct
Class A Common Stock	Acquisiton	2021-11-15	10,625	$0.00	210,403	No	4	A	Direct
Class A Common Stock	Disposition	2021-11-15	91	$138.04	210,312	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	73	$139.01	210,239	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	76	$140.11	210,163	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	40	$141.36	210,123	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	12	$141.90	210,111	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	18	$143.11	210,093	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	52	$145.34	210,041	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	272	$146.21	209,769	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	51	$146.85	209,718	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	2,813	$138.13	206,905	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	2,258	$139.39	204,647	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	5,101	$140.42	199,546	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	1,417	$141.44	198,129	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	2,000	$143.55	196,129	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	1,384	$145.04	194,745	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	7,590	$146.14	187,155	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	3,095	$146.93	184,060	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	2,783	$148.05	181,277	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	1,000	$149.01	180,277	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	1,759	$150.12	178,518	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-15	200	$151.03	178,318	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	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
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	108	$0.00	108	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	1,800	Indirect	See footnote
Class A Common Stock	1,800	Indirect	See footnote

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 the Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs vest on each quarterly anniversary of May 15, 2021. On November 15, 2021, 1,328 RSUs vested.
Includes 9,297 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 $138.77, 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 $138.95 to $139.94, 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 $140.01 to $140.98, 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 $141.07 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 $143.85, 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 $144.50 to $145.46, 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 $145.53 to $146.52, 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 $146.53 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 $147.98 to $148.42, 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 $148.98 to $149.15, 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 $150.00 to $150.70, 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 $151.00 to $151.05, 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.
Shares held by Eliot Meese Qualified Minor's Trust.
Shares held by Isaac Meese Qualified Minor's Trust.