Luis von Ahn - Nov 9, 2023 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role
President & CEO, Co-Founder, Director, 10%+ Owner
Signature
/s/ Stephen Chen, as Attorney-in-Fact for Luis von Ahn
Stock symbol
DUOL
Transactions as of
Nov 9, 2023
Transactions value $
-$200,000
Form type
4
Date filed
11/13/2023, 08:25 PM
Previous filing
Aug 16, 2023
Next filing
Nov 29, 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 +1K $0.00 1K Nov 9, 2023 Direct
transaction DUOL Class A Common Stock Sale -$200K -1K -100% $200.00 0 Nov 9, 2023 Direct F1

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 -1K -0.03% $0.00 3.11M Nov 9, 2023 Class A Common Stock 1K Direct F2
* 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 sales reported in this Form 4 were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on March 15, 2023.
F2 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.