Robert Meese - Mar 31, 2023 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Signature
/s/ Stephen Chen, as Attorney-in-Fact for Robert Meese
Stock symbol
DUOL
Transactions as of
Mar 31, 2023
Transactions value $
-$701,251
Form type
4
Date filed
4/3/2023, 08:59 PM
Previous filing
Mar 8, 2023
Next filing
May 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DUOL Class A Common Stock Sale -$701K -5K -2.47% $140.25 198K Mar 31, 2023 Direct F1, F2
holding DUOL Class A Common Stock 1.8K Mar 31, 2023 See footnote F3
holding DUOL Class A Common Stock 1.8K Mar 31, 2023 See footnote F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 13, 2022.
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 $140.00 to $140.67, 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 Shares held by Eliot Meese Qualified Minor's Trust.
F4 Shares held by Isaac Meese Qualified Minor's Trust.