Form Type: 4

SEC EDGAR Link
Accession Number:0001562088-23-000068
Date:2023-03-03
Issuer: DUOLINGO, INC. (DUOL)
Original Submission Date:

Reporting Person:

CLEMENS SARA
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 2023-03-03 M 10,000 a $16.27 23,237 direct
CLASS A COMMON STOCK 2023-03-03 S 400 d $112.35 22,837 direct
CLASS A COMMON STOCK 2023-03-03 S 200 d $113.20 22,637 direct
CLASS A COMMON STOCK 2023-03-03 S 1,500 d $116.78 21,137 direct
CLASS A COMMON STOCK 2023-03-03 S 8,583 d $117.98 12,554 direct
CLASS A COMMON STOCK 2023-03-03 S 6,275 d $118.93 6,279 direct
CLASS A COMMON STOCK 2023-03-03 S 3,042 d $119.70 3,237 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
STOCK OPTION (RIGHT TO BUY) 16.27 2023-03-03 deemed execution date M 10,000 (d) 2030-06-10 class a common stock 10,000 $16.27 20,000 direct
Footnotes
IDfootnote
f1 the sale was effected pursuant to the reporting person's rule 10b5-1 trading plan.
f2 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 $112.20 to $112.49, 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.
f3 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 $116.34 to $117.17, 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 calculated by the broker executing the sales. these shares were sold in multiple transactions at prices ranging from $117.35 to $118.33, 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 calculated by the broker executing the sales. these shares were sold in multiple transactions at prices ranging from $118.35 to $119.33, 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 calculated by the broker executing the sales. these shares were sold in multiple transactions at prices ranging from $119.35 to $120.14, 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 25% of the shares subject to the option vest annually measured from june 10, 2020 (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.
WhaleWisdom Logo

Elevate your investments