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Filing Details

Accession Number:: 0001562088-24-000285
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-12-13 16:04:38
Reporting Period:: 2024-12-11

Accepted Time:: 2024-12-13 16:04:38
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
1870272	Severin Hacker	C/O Duolingo, Inc. 5900 Penn Avenue 5900 Penn Avenue Pittsburgh PA 15206	Chief Tech Officer, Co-Founder	Yes	Yes	Yes	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	2024-12-11	188,901	$0.00	188,973	No	4	C	Direct
Class A Common Stock	Disposition	2024-12-11	900	$321.29	188,073	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	622	$322.73	187,451	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	2,482	$323.40	184,969	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	1,700	$324.88	183,269	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	2,257	$325.71	181,012	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	3,327	$326.80	177,685	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	1,927	$328.10	175,758	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	2,389	$329.02	173,369	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	904	$330.24	172,465	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	1,501	$331.13	170,964	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	2,110	$332.09	168,854	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	4,224	$333.16	164,630	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	8,370	$334.24	156,260	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	7,683	$335.11	148,577	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	11,554	$336.07	137,023	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	3,992	$337.33	133,031	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	1,311	$338.11	131,720	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	6,781	$339.31	124,939	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	17,469	$340.35	107,470	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	14,026	$341.42	93,444	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	39,297	$342.48	54,147	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	27,536	$343.38	26,611	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	23,975	$344.26	2,636	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	1,064	$351.16	1,572	No	4	S	Direct
Class A Common Stock	Disposition	2024-12-11	1,500	$352.72	72	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	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
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 B Common Stock	Stock Option (Right to Buy)	Disposition	2024-12-11	161,000	$0.00	161,000	$7.48
Class A Common Stock	Class B Common Stock	Acquisiton	2024-12-11	161,000	$0.00	161,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-12-11	161,000	$0.00	161,000	$0.00
Class B Common Stock	Stock Option (Right to Buy)	Disposition	2024-12-11	27,901	$0.00	27,901	$14.42
Class A Common Stock	Class B Common Stock	Acquisiton	2024-12-11	27,901	$0.00	27,901	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-12-11	27,901	$0.00	27,901	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2029-02-14	No	4	M	Direct
218,845		No	4	C	Direct
57,845		No	4	C	Direct
145,599	2029-12-12	No	4	M	Direct
85,746		No	4	C	Direct
57,845		No	4	C	Direct

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			2,956,917	2,956,917	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	2,956,917	2,956,917	Indirect

Footnotes

The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 11, 2024.
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 $320.68 to $321.49, 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 $322.17 to $323.15, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $323.17 to $324.00, 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 $324.28 to $325.24, 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 $325.28 to $326.23, 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 $326.28 to $327.22, 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 $327.39 to $328.35, 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 $328.40 to $329.24, 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 $329.68 to $330.67, 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 $330.68 to $331.59, 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 $331.68 to $332.63, 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 $332.72 to $331.71, 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 $333.77 to $334.75, 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 $334.77 to $335.76, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $335.77 to $336.67, 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 $336.80 to $337.71, 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 $337.81 to $338.73, 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 $338.84 to $339.82, 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 $339.84 to $340.83, 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 $340.85 to $341.83, 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 $341.85 to $342.84, 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 $342.85 to $343.84, 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 $343.87 to $344.82, 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.
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, (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, and (iii) the death of the Reporting Person.
Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.