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Filing Details

Accession Number:: 0001562088-21-000040
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-11-18 15:58:45
Reporting Period:: 2021-11-16

Accepted Time:: 2021-11-18 15:58:45
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
1870350	Natalie Glance	C/O Duolingo, Inc. 5900 Penn Avenue Pittsburgh PA 15206	Svp, Engineering	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	2021-11-16	995	$2.23	75,023	No	4	M	Direct
Class A Common Stock	Acquisiton	2021-11-16	18,333	$5.00	93,356	No	4	M	Direct
Class A Common Stock	Acquisiton	2021-11-16	130	$7.11	93,486	No	4	M	Direct
Class A Common Stock	Disposition	2021-11-16	2,765	$135.75	90,721	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-16	1,921	$136.50	88,800	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-16	951	$138.25	87,849	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-16	6,355	$139.16	81,494	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-16	6,378	$140.03	75,116	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-16	1,000	$140.79	74,116	No	4	S	Direct
Class A Common Stock	Disposition	2021-11-16	88	$141.65	74,028	No	4	S	Direct

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Stock Option (Right to Buy)	Disposition	2021-11-16	995	$0.00	995	$2.23
Class A Common Stock	Stock Option (Right to Buy)	Disposition	2021-11-16	18,333	$0.00	18,333	$5.00
Class A Common Stock	Stock Option (Right to Buy)	Disposition	2021-11-16	130	$0.00	130	$7.11

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
83,196	2025-02-27	No	4	M	Direct
21,334	2027-04-07	No	4	M	Direct
23,870	2028-04-20	No	4	M	Direct

Footnotes

Includes 21,875 restricted stock units.
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 $135.19 to $136.18, 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 $136.19 to $137.02, 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 $137.59 to $138.54, 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 $138.62 to $139.61, 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 $139.63 to $140.62, 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.
The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $140.63 to $141.09, 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 shares subject to the option are fully vested and exercisable.
1/48th of the shares subject to the option vest on each monthly anniversary measured from February 27, 2018 (the "Vesting Commencement Date"), 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.