Stephen C. Chen - Nov 15, 2021 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Signature
/s/ Stephen C. Chen
Stock symbol
DUOL
Transactions as of
Nov 15, 2021
Transactions value $
-$2,303,788
Form type
4
Date filed
11/17/2021, 03:52 PM
Previous filing
Sep 22, 2021
Next filing
Feb 24, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DUOL Class A Common Stock Options Exercise $0 +544 $0.00 544 Nov 15, 2021 Direct F1
transaction DUOL Class A Common Stock Award $0 +4.29K +788.24% $0.00 4.83K Nov 15, 2021 Direct F2, F3
transaction DUOL Class A Common Stock Sale -$6.21K -45 -0.93% $138.04 4.79K Nov 15, 2021 Direct F3, F4, F5
transaction DUOL Class A Common Stock Sale -$5.14K -37 -0.77% $139.01 4.75K Nov 15, 2021 Direct F3, F4, F6
transaction DUOL Class A Common Stock Sale -$5.32K -38 -0.8% $140.11 4.71K Nov 15, 2021 Direct F3, F4, F7
transaction DUOL Class A Common Stock Sale -$2.83K -20 -0.42% $141.36 4.69K Nov 15, 2021 Direct F3, F4, F8
transaction DUOL Class A Common Stock Sale -$851 -6 -0.13% $141.90 4.69K Nov 15, 2021 Direct F3, F4, F9
transaction DUOL Class A Common Stock Sale -$1.29K -9 -0.19% $143.11 4.68K Nov 15, 2021 Direct F3, F4, F10
transaction DUOL Class A Common Stock Sale -$3.78K -26 -0.56% $145.34 4.65K Nov 15, 2021 Direct F3, F4, F11
transaction DUOL Class A Common Stock Sale -$19.7K -135 -2.9% $146.21 4.52K Nov 15, 2021 Direct F3, F4, F12
transaction DUOL Class A Common Stock Sale -$3.67K -25 -0.55% $146.85 4.49K Nov 15, 2021 Direct F3, F4, F13
transaction DUOL Class A Common Stock Options Exercise $252K +17.5K +389.65% $14.42* 22K Nov 15, 2021 Direct F3
transaction DUOL Class A Common Stock Sale -$267K -1.93K -8.79% $138.10 20.1K Nov 15, 2021 Direct F3, F14, F15
transaction DUOL Class A Common Stock Sale -$154K -1.11K -5.53% $139.29 18.9K Nov 15, 2021 Direct F3, F14, F16
transaction DUOL Class A Common Stock Sale -$485K -3.46K -18.24% $140.33 15.5K Nov 15, 2021 Direct F3, F14, F17
transaction DUOL Class A Common Stock Sale -$230K -1.63K -10.52% $141.27 13.9K Nov 15, 2021 Direct F3, F14, F18
transaction DUOL Class A Common Stock Sale -$71.6K -500 -3.61% $143.22 13.4K Nov 15, 2021 Direct F3, F14, F19
transaction DUOL Class A Common Stock Sale -$86.8K -600 -4.49% $144.71 12.8K Nov 15, 2021 Direct F3, F14, F20
transaction DUOL Class A Common Stock Sale -$487K -3.34K -26.16% $145.91 9.42K Nov 15, 2021 Direct F3, F14, F21
transaction DUOL Class A Common Stock Sale -$517K -3.53K -37.46% $146.48 5.89K Nov 15, 2021 Direct F3, F14, F22
transaction DUOL Class A Common Stock Sale -$133K -903 -15.32% $147.84 4.99K Nov 15, 2021 Direct F3, F14, F23
transaction DUOL Class A Common Stock Sale -$59.5K -400 -8.01% $148.72 4.59K Nov 15, 2021 Direct F3, F14, F24
transaction DUOL Class A Common Stock Sale -$15.1K -100 -2.18% $150.70 4.49K Nov 15, 2021 Direct F3, F14

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DUOL Restricted Stock Units Options Exercise $0 -544 -100% $0.00* 0 Nov 15, 2021 Class A Common Stock 544 Direct F1
transaction DUOL Stock Option (Right to Buy) Options Exercise $0 -17.5K -12.5% $0.00 123K Nov 15, 2021 Class A Common Stock 17.5K $14.42 Direct F25
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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, 536 RSUs vested.
F3 Includes 3,752 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 $138.77, 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.
F16 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $138.95 to $139.94, 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 $139.95 to $140.92, 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 $140.97 to $141.91, 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 $142.98 to $143.85, 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 $144.18 to $145.05, 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 $145.19 to $146.17, 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.
F22 The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.19 to $146.98, 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 $147.19 to $148.10, 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 $148.29 to $149.15, 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 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.