0001562088-23-000193.txt : 20230906 0001562088-23-000193.hdr.sgml : 20230906 20230906204328 ACCESSION NUMBER: 0001562088-23-000193 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230531 FILED AS OF DATE: 20230906 DATE AS OF CHANGE: 20230906 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: 231240783 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 wk-form4_1694047397.xml FORM 4 X0508 4 2023-05-31 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 1 Class A Common Stock 2023-09-01 4 C 0 10000 0 A 10000 I See footnote Class A Common Stock 2023-09-01 4 S 0 400 146.0654 D 9600 I See footnote Class A Common Stock 2023-09-01 4 S 0 1000 147.3152 D 8600 I See footnote Class A Common Stock 2023-09-01 4 S 0 3779 148.4036 D 4821 I See footnote Class A Common Stock 2023-09-01 4 S 0 3711 149.2465 D 1110 I See footnote Class A Common Stock 2023-09-01 4 S 0 500 149.9442 D 610 I See footnote Class A Common Stock 2023-09-01 4 S 0 410 151.5278 D 200 I See footnote Class A Common Stock 2023-09-01 4 S 0 200 152.355 D 0 I See footnote Class A Common Stock 72 D Class B Common Stock 2023-05-31 4 G 0 70000 0 D Class A Common Stock 70000 3107917 I See footnote Class B Common Stock 2023-09-01 4 C 0 10000 0 D Class A Common Stock 10000 3097917 I See footnote Class B Common Stock Class A Common Stock 43730 43730 D Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.47 to $146.29, 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. These shares were sold in multiple transactions at prices ranging from $146.77 to $147.66, 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. These shares were sold in multiple transactions at prices ranging from $147.82 to $148.78, 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. These shares were sold in multiple transactions at prices ranging from $148.82 to $149.79, 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. These shares were sold in multiple transactions at prices ranging from $149.85 to $150.31, 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. These shares were sold in multiple transactions at prices ranging from $150.97 to $151.88, 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. These shares were sold in multiple transactions at prices ranging from $152.33 to $152.38, 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. The Form 4 filed on behalf of the Reporting Person on August 16, 2023 incorrectly attributed 28,230 shares of Class B common stock that were held directly by the Reporting Person to the SBH Trust. The Reporting Person direct and indirect holdings have been updated on this Form 4 to correct this. /s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker 2023-09-06