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Filing Details

Accession Number:: 0000929638-22-000366
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-02-10 16:36:13
Reporting Period:: 2021-11-04

Accepted Time:: 2022-02-10 16:36:13
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	Director	Officer	Large Shareholder	Other
1652044	Alphabet Inc.	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	No	No
1771167	Capitalg 2015 Lp	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	No	No
1779076	Capitalg Ii Lp	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	No	No
1779431	Capitalg 2015 Gp Llc	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	No	No
1779462	Capitalg Ii Gp Llc	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	No	No
1829123	Capitalg 2014 Gp Llc	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	No	No
1829124	Capitalg 2014 Lp	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	No	No
1847337	Alphabet Holdings Llc	1600 Amphitheatre Parkway Mountain View CA 94043	No	No	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	Explanation
Class A Common Stock	Acquisiton	2021-11-04	388,364	$0.00	388,364	No	4	C	Indirect	See Footnotes
Class A Common Stock	Acquisiton	2021-11-04	323,940	$0.00	323,940	No	4	C	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	7,546	$138.30	380,818	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	6,294	$138.30	317,646	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	5,784	$139.30	375,034	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	4,825	$139.30	312,821	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	12,368	$140.33	362,666	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	10,316	$140.33	302,505	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	4,709	$141.28	357,957	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	3,927	$141.28	298,578	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	2,726	$142.51	355,231	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	2,274	$142.51	296,304	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	1,854	$143.29	353,377	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	1,547	$143.29	294,757	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	1,777	$144.74	351,600	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	1,483	$144.74	293,274	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	15,543	$145.95	336,057	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	12,965	$145.95	280,309	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	8,615	$146.55	327,442	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	7,186	$146.55	273,123	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	2,019	$147.63	325,423	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	1,684	$147.63	271,439	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	1,145	$148.64	324,278	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	955	$148.64	270,484	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	109	$150.16	324,169	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	91	$150.16	270,393	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	110	$151.01	324,059	No	4	S	Indirect	See Footnotes
Class A Common Stock	Disposition	2021-11-15	90	$151.01	270,303	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2021-11-04	388,364	$0.00	388,364	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-11-04	323,940	$0.00	323,940	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
945,920			No	4	C	Indirect
789,001			No	4	C	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			0	758,146	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	0	758,146	Indirect

Footnotes

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 and (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.
Shares held by CapitalG 2014 LP. CapitalG 2014 GP LLC, the general partner of CapitalG 2014 LP, Alphabet Holdings LLC, the managing member of CapitalG 2014 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2014 LP.
Each of CapitalG 2014 GP LLC, CapitalG 2015 GP LLC, CapitalG II GP LLC, Alphabet Holdings LLC, XXVI Holdings Inc., and Alphabet Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
Shares held by CapitalG 2015 LP. CapitalG 2015 GP LLC, the general partner of CapitalG 2015 LP, Alphabet Holdings LLC, the managing member of CapitalG 2015 GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG 2015 LP.
The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by the Reporting Person.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $137.88 to $138.84. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares sold at each separate price with respect to every sale reported in this filing.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $138.88 to $139.74.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $139.92 to $140.82.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $140.95 to $141.85.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $141.97 to $142.965.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $142.98 to $143.85.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $144.20 to $145.135.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $145.20 to $146.19.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $146.20 to $147.19.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $147.20 to $148.16.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $148.2425 to $149.00.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $150.00 to $150.325.
Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $151.00 to $151.01.
Shares held by CapitalG II LP. CapitalG II GP LLC, the general partner of CapitalG II LP, Alphabet Holdings LLC, the managing member of CapitalG II GP LLC, XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the controlling stockholder of XXVI Holdings Inc., may each be deemed to have sole voting and dispositive power with respect to the shares held directly by CapitalG II LP.
No transaction is being reported. The holding of such shares by the reporting person was previously reported.