Form Type: 4

Accession Number:	0001562088-21-000040
Date:	2021-11-16
Issuer:	DUOLINGO, INC. (DUOL)
Original Submission Date:

Reporting Person:

GLANCE NATALIE
C/O DUOLINGO, INC.
5900 PENN AVENUE PITTSBURGH, PA 15206

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of Security	Transaction Date	2a. Deemed Execution Date	Transaction Code	Shares	Acquired or Disposed	Price per share	5. Amount of Securities Beneficially Owned Following Reported Transaction	6. Ownership Form Direct or Indirect	Nature of Indirect Ownership
CLASS A COMMON STOCK	2021-11-16		M	995	a	$2.23	75,023	direct
CLASS A COMMON STOCK	2021-11-16		M	18,333	a	$5.00	93,356	direct
CLASS A COMMON STOCK	2021-11-16		M	130	a	$7.11	93,486	direct
CLASS A COMMON STOCK	2021-11-16		S	2,765	d	$135.75	90,721	direct
CLASS A COMMON STOCK	2021-11-16		S	1,921	d	$136.50	88,800	direct
CLASS A COMMON STOCK	2021-11-16		S	951	d	$138.25	87,849	direct
CLASS A COMMON STOCK	2021-11-16		S	6,355	d	$139.16	81,494	direct
CLASS A COMMON STOCK	2021-11-16		S	6,378	d	$140.03	75,116	direct
CLASS A COMMON STOCK	2021-11-16		S	1,000	d	$140.79	74,116	direct
CLASS A COMMON STOCK	2021-11-16		S	88	d	$141.65	74,028	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 Exercisable	Expiration 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
STOCK OPTION (RIGHT TO BUY)	2.23	2021-11-16	deemed execution date	M	995 (d)		2025-02-27	class a common stock 995	$2.23	83,196	direct
STOCK OPTION (RIGHT TO BUY)	5.0	2021-11-16	deemed execution date	M	18,333 (d)		2027-04-07	class a common stock 18,333	$5.00	21,334	direct
STOCK OPTION (RIGHT TO BUY)	7.11	2021-11-16	deemed execution date	M	130 (d)		2028-04-20	class a common stock 130	$7.11	23,870	direct

Footnotes
ID	footnote
f1	includes 21,875 restricted stock units.
f2	the sale was effected pursuant to the reporting person's rule 10b5-1 trading plan.
f3	the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $135.19 to $136.18, 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.
f4	the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $136.19 to $137.02, 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.
f5	the price reported in column 4 is a weighted average sale price. these shares were sold in multiple transactions at prices ranging from $137.59 to $138.54, 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 $138.62 to $139.61, 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 $139.63 to $140.62, 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 $140.63 to $141.09, 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 shares subject to the option are fully vested and exercisable.
f10	1/48th of the shares subject to the option vest on each monthly anniversary measured from february 27, 2018 (the "vesting commencement date"), 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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