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Filing Details

Accession Number:: 0001562088-23-000143
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-06-15 16:17:39
Reporting Period:: 2023-06-14

Accepted Time:: 2023-06-15 16:17:39
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1562088	Duolingo Inc.	DUOL	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1342646	H James Shelton	C/O Duolingo, Inc. 5900 Penn Avenue Pittsburgh PA 15206		Yes	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
Class A Common Stock	Acquisiton	2023-06-14	10,000	$22.91	13,237	No	4	M	Direct
Class A Common Stock	Disposition	2023-06-14	1,900	$151.63	11,337	No	4	S	Direct
Class A Common Stock	Disposition	2023-06-14	2,404	$152.71	8,933	No	4	S	Direct
Class A Common Stock	Disposition	2023-06-14	3,200	$153.75	5,733	No	4	S	Direct
Class A Common Stock	Disposition	2023-06-14	2,496	$154.64	3,237	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	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	2023-06-14	10,000	$0.00	10,000	$22.91

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
30,000		2030-09-23	No	4	M	Direct

Footnotes

The sales reported in this Form 4 were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on March 15, 2023.
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 $151.01 to $152.00, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $152.14 to $153.13, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $153.26 to $154.24, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $154.29 to $154.94, 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.
25% of the shares subject to the option vest annually measured from September 2, 2020 (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.