0001562088-22-000154.txt : 20221102 0001562088-22-000154.hdr.sgml : 20221102 20221102165255 ACCESSION NUMBER: 0001562088-22-000154 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221101 FILED AS OF DATE: 20221102 DATE AS OF CHANGE: 20221102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hacker Severin CENTRAL INDEX KEY: 0001870272 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40653 FILM NUMBER: 221354923 MAIL ADDRESS: STREET 1: C/O DUOLINGO, INC. STREET 2: 5900 PENN AVE. CITY: PITTSBURGH STATE: PA ZIP: 15206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Duolingo, Inc. CENTRAL INDEX KEY: 0001562088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] 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 wf-form4_166742233918365.xml FORM 4 X0306 4 2022-11-01 0 0001562088 Duolingo, Inc. DUOL 0001870272 Hacker Severin C/O DUOLINGO, INC. 5900 PENN AVENUE 5900 PENN AVENUE PITTSBURGH PA 15206 1 1 1 0 Chief Tech Officer, Co-Founder Class A Common Stock 2022-11-01 4 C 0 10000 0 A 10000 I See footnote Class A Common Stock 2022-11-01 4 S 0 7112 81.537 D 2888 I See footnote Class A Common Stock 2022-11-01 4 S 0 2190 82.2429 D 698 I See footnote Class A Common Stock 2022-11-01 4 S 0 698 83.2471 D 0 I See footnote Class A Common Stock 72 D Class B Common Stock 2022-11-01 4 C 0 10000 0 D Class A Common Stock 10000.0 3241417 I See footnote Class B Common Stock Class A Common Stock 15500.0 15500 D Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan. 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 $80.95 to $81.94, 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. 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 $81.95 to $82.94, 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. 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 $82.95 to $83.82, 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. 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 Severin Hacker 2022-11-02 EX-24 2 ex-24.htm SEVERIN HACKER POA

POWER OF ATTORNEY
    With respect to holdings of and transactions in securities issued by Duolingo, Inc. (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:
1.    prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the United States Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;
2.    execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
3.    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
4.    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of April, 2021.

                        By: /s/ Severin Hacker
                        Name: Severin Hacker

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

1. Luis von Ahn
2. Stephen Chen
3. Matt Skaruppa