Severin Hacker - Dec 14, 2022 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: Chief Tech Officer, Co-Founder, Director, 10%+ Owner
Signature: /s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker
Stock symbol: DUOL
Transactions as of: Dec 14, 2022
Transactions value $: -$755,032
Form type: 4
Date filed: 12/15/2022, 03:44 PM
Previous filing: Jan 27, 2023
Next filing: Jan 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DUOL	Class A Common Stock	Conversion of derivative security	$0	+10K		$0.00	10K	Dec 14, 2022	See footnote	F1
transaction	DUOL	Class A Common Stock	Sale	-$755K	-10K	-100%	$75.50	0	Dec 14, 2022	See footnote	F1, F2, F3
holding	DUOL	Class A Common Stock						72	Dec 14, 2022	Direct

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	Class B Common Stock	Conversion of derivative security	$0	-10K	-0.31%	$0.00	3.23M	Dec 14, 2022	Class A Common Stock	10K		See footnote	F1, F4
holding	DUOL	Class B Common Stock						15.5K	Dec 14, 2022	Class A Common Stock	15.5K		Direct	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $75.00 to $75.95, 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	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.