Form Type: 4

SEC EDGAR Link
Accession Number:0001562088-21-000035
Date:2021-11-15
Issuer: DUOLINGO, INC. (DUOL)
Original Submission Date:

Reporting Person:

SKARUPPA MATTHEW
C/O DUOLINGO, INC.
5900 PENN AVENUE PITTSBURGH, PA 15206

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-11-15 M 1,450 a $0.00 1,450 direct
CLASS A COMMON STOCK 2021-11-15 A 25,000 a $0.00 26,450 direct
CLASS A COMMON STOCK 2021-11-15 S 185 d $138.04 26,265 direct
CLASS A COMMON STOCK 2021-11-15 S 149 d $139.01 26,116 direct
CLASS A COMMON STOCK 2021-11-15 S 155 d $140.11 25,961 direct
CLASS A COMMON STOCK 2021-11-15 S 82 d $141.36 25,879 direct
CLASS A COMMON STOCK 2021-11-15 S 23 d $141.90 25,856 direct
CLASS A COMMON STOCK 2021-11-15 S 37 d $143.11 25,819 direct
CLASS A COMMON STOCK 2021-11-15 S 107 d $145.34 25,712 direct
CLASS A COMMON STOCK 2021-11-15 S 554 d $146.21 25,158 direct
CLASS A COMMON STOCK 2021-11-15 S 104 d $146.85 25,054 direct
CLASS A COMMON STOCK 2021-11-15 M 12,000 a $14.42 37,054 direct
CLASS A COMMON STOCK 2021-11-15 S 1,300 d $138.05 35,754 direct
CLASS A COMMON STOCK 2021-11-15 S 900 d $139.17 34,854 direct
CLASS A COMMON STOCK 2021-11-15 S 2,312 d $140.28 32,542 direct
CLASS A COMMON STOCK 2021-11-15 S 981 d $141.30 31,561 direct
CLASS A COMMON STOCK 2021-11-15 S 200 d $142.60 31,361 direct
CLASS A COMMON STOCK 2021-11-15 S 400 d $143.52 30,961 direct
CLASS A COMMON STOCK 2021-11-15 S 907 d $145.26 30,054 direct
CLASS A COMMON STOCK 2021-11-15 S 3,504 d $146.30 26,550 direct
CLASS A COMMON STOCK 2021-11-15 S 946 d $147.09 25,604 direct
CLASS A COMMON STOCK 2021-11-15 S 450 d $148.13 25,154 direct
CLASS A COMMON STOCK 2021-11-15 S 100 d $149.15 25,054 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2021-11-15 deemed execution date M 1,450 (d) class a common stock 1,450 $0.00 0 direct
STOCK OPTION (RIGHT TO BUY) 14.42 2021-11-15 deemed execution date M 12,000 (d) 2030-03-10 class a common stock 12,000 $14.42 294,163 direct
Footnotes
IDfootnote
f1 each restricted stock unit ("rsu") represents a contingent right to receive one (1) share of the issuer's class a common stock. 100% of the rsus were immediately vested as of august 15, 2021 and settled on november 15, 2021.
f2 constitute rsus for which the reporting person is entitled to receive one (1) share of issuer's class a common stock for each rsu upon vesting. 1/16th of the rsus shall vest on each quarterly anniversary of may 15, 2021. on november 15, 2021, 3,125 rsus vested.
f3 includes 21,875 rsus.
f4 shares were sold solely to satisfy tax withholding obligations in connection with the vesting of rsus and delivery of shares.
f5 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $137.48 to $138.46, 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.
f6 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $138.585 to $139.57, 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.
f7 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $139.66 to $140.52, 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.
f8 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $140.77 to $141.76, 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.
f9 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $141.83 to $141.96, 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.
f10 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $142.90 to $143.42, 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.
f11 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $144.69 to $145.60, 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.
f12 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $145.72 to $146.70, 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.
f13 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $146.72 to $147.21, 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.
f14 the sale was effected pursuant to the reporting person's rule 10b5-1 trading plan.
f15 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $137.86 to $138.50, 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.
f16 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $138.92 to $139.66, 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.
f17 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $139.92 to $140.82, 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.
f18 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $140.98 to $141.74, 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.
f19 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $142.13 to $143.07, 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.
f20 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $143.17 to $143.84, 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.
f21 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $144.79 to $145.73, 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.
f22 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $145.80 to $146.77, 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.
f23 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $146.86 to $147.52, 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.
f24 the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $147.87 to $148.37, 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.
f25 25% of the shares subject to the option vest on the first anniversary measured from february 24, 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.
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