Filing Details
- Accession Number:
- 0001562088-24-000056
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-03-04 17:48:57
- Reporting Period:
- 2024-03-01
- Accepted Time:
- 2024-03-04 17:48:57
- 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
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2024-03-01 | 8,000 | $14.42 | 72,523 | No | 4 | M | Direct | |
| Class A Common Stock | Disposition | 2024-03-01 | 400 | $231.85 | 72,123 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-03-01 | 500 | $233.04 | 71,623 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-03-01 | 1,897 | $234.22 | 69,726 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-03-01 | 2,041 | $235.20 | 67,685 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-03-01 | 2,147 | $236.14 | 65,538 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-03-01 | 1,015 | $237.25 | 64,523 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| 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 |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Stock Option (Right to Buy) | Disposition | 2024-03-01 | 8,000 | $0.00 | 8,000 | $14.42 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 119,449 | 2030-03-10 | No | 4 | M | Direct |
Footnotes
- The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 9, 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 $231.45 to $232.41, 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 $232.53 to $233.43, 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 $233.59 to $234.58, 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 $234.73 to $235.72, 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 $235.73 to $236.65, 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 $237.05 to $237.50, 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.
- 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.
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