0001562088-24-000006.txt : 20240105 0001562088-24-000006.hdr.sgml : 20240105 20240105193337 ACCESSION NUMBER: 0001562088-24-000006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240104 FILED AS OF DATE: 20240105 DATE AS OF CHANGE: 20240105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chen Stephen C. CENTRAL INDEX KEY: 0001869758 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40653 FILM NUMBER: 24517989 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] 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_1704501206.xml FORM 4 X0508 4 2024-01-04 0 0001562088 Duolingo, Inc. DUOL 0001869758 Chen Stephen C. C/O DUOLINGO, INC. 5900 PENN AVENUE PITTSBURGH PA 15206 0 1 0 0 General Counsel 1 Class A Common Stock 2024-01-04 4 M 0 18000 14.42 A 53033 D Class A Common Stock 2024-01-04 4 S 0 5396 205.2039 D 47637 D Class A Common Stock 2024-01-04 4 S 0 3840 205.9844 D 43797 D Class A Common Stock 2024-01-04 4 S 0 1586 207.1876 D 42211 D Class A Common Stock 2024-01-04 4 S 0 4722 208.1712 D 37489 D Class A Common Stock 2024-01-04 4 S 0 2091 209.0053 D 35398 D Class A Common Stock 2024-01-04 4 S 0 365 210.2859 D 35033 D Stock Option (Right to Buy) 14.42 2024-01-04 4 M 0 18000 0 D 2030-03-10 Class A Common Stock 18000 25334 D The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 15, 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 $204.56 to $205.55, 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 $205.57 to $206.55, 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 $206.61 to $207.58, 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 $207.69 to $208.68, 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 $208.69 to $209.40, 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 $210.04 to $210.59, 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. 25% of the shares subject to the option vest on the first anniversary measured from March 2, 2020 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest monthly thereafter, such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date. /s/ Stephen C. Chen 2024-01-05