0001562088-24-000080.txt : 20240402
0001562088-24-000080.hdr.sgml : 20240402
20240402202437
ACCESSION NUMBER: 0001562088-24-000080
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240401
FILED AS OF DATE: 20240402
DATE AS OF CHANGE: 20240402
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: von Ahn Luis
CENTRAL INDEX KEY: 0001829259
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40653
FILM NUMBER: 24816536
MAIL ADDRESS:
STREET 1: C/O ROOT, INC.
STREET 2: 80 E. RICH STREET, SUITE 500
CITY: COLUMBUS
STATE: OH
ZIP: 43215
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Duolingo, Inc.
CENTRAL INDEX KEY: 0001562088
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 453055872
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5900 PENN AVE, SECOND FLOOR
CITY: PITTSBURGH
STATE: PA
ZIP: 15206
BUSINESS PHONE: (412) 347-6116
MAIL ADDRESS:
STREET 1: 5900 PENN AVE, SECOND FLOOR
CITY: PITTSBURGH
STATE: PA
ZIP: 15206
4
1
wk-form4_1712103865.xml
FORM 4
X0508
4
2024-04-01
0
0001562088
Duolingo, Inc.
DUOL
0001829259
von Ahn Luis
C/O DUOLINGO, INC.
5900 PENN AVENUE
PITTSBURGH
PA
15206
1
1
1
0
President & CEO, Co-Founder
1
Class A Common Stock
2024-04-01
4
C
0
12000
0
A
12000
D
Class A Common Stock
2024-04-01
4
S
0
1219
216.3299
D
10781
D
Class A Common Stock
2024-04-01
4
S
0
2057
217.1878
D
8724
D
Class A Common Stock
2024-04-01
4
S
0
4489
218.3619
D
4235
D
Class A Common Stock
2024-04-01
4
S
0
2886
219.2936
D
1349
D
Class A Common Stock
2024-04-01
4
S
0
1049
220.1613
D
300
D
Class A Common Stock
2024-04-01
4
S
0
300
220.9767
D
0
D
Stock Option (Right to Buy)
7.48
2024-04-01
4
M
0
12000
0
D
2029-02-14
Class B Common Stock
12000
107000
D
Class B Common Stock
2024-04-01
4
C
0
12000
0
A
Class A Common Stock
12000
3101231
D
Class B Common Stock
2024-04-01
4
C
0
12000
0
D
Class A Common Stock
12000
3089231
D
The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on November 30, 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 $215.72 to $216.68, 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 $216.74 to $217.72, 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 $217.81 to $218.76, 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 $218.875 to $219.83, 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 $219.89 to $220.43, 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 $220.94 to $221.01, 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.
/s/ Stephen Chen, as Attorney-in-Fact for Luis von Ahn
2024-04-02