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