0001562088-24-000054.txt : 20240304
0001562088-24-000054.hdr.sgml : 20240304
20240304164041
ACCESSION NUMBER: 0001562088-24-000054
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240301
FILED AS OF DATE: 20240304
DATE AS OF CHANGE: 20240304
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hacker Severin
CENTRAL INDEX KEY: 0001870272
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40653
FILM NUMBER: 24715433
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_1709588053.xml
FORM 4
X0508
4
2024-03-01
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
1
Class A Common Stock
2024-03-01
4
C
0
10000
0
A
10000
I
See footnote
Class A Common Stock
2024-03-01
4
S
0
600
231.9783
D
9400
I
See footnote
Class A Common Stock
2024-03-01
4
S
0
963
233.2877
D
8437
I
See footnote
Class A Common Stock
2024-03-01
4
S
0
2449
234.4431
D
5988
I
See footnote
Class A Common Stock
2024-03-01
4
S
0
3000
235.4189
D
2988
I
See footnote
Class A Common Stock
2024-03-01
4
S
0
1888
236.3077
D
1100
I
See footnote
Class A Common Stock
2024-03-01
4
S
0
1100
237.2045
D
0
I
See footnote
Class A Common Stock
72
D
Class B Common Stock
2024-03-01
4
C
0
10000
0
D
Class A Common Stock
10000
3034917
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 sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 2, 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 $231.47 to $232.39, 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 $232.89 to $233.75, 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 $234.00 to $234.99, 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 $235.00 to $235.99, 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 $236.01 to $236.99, 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 $237.02 to $237.50, 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
2024-03-04