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