Luis von Ahn - Mar 7, 2024 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
Mar 7, 2024
Transactions value $
-$3,900,585
Form type
4
Date filed
3/11/2024, 08:36 PM
Previous filing
Mar 7, 2024
Next filing
Mar 12, 2024

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 +100 $0.00 100 Mar 7, 2024 Direct
transaction DUOL Class A Common Stock Sale -$21.5K -100 -100% $215.00 0 Mar 7, 2024 Direct F1
transaction DUOL Class A Common Stock Conversion of derivative security $0 +18K $0.00 18K Mar 8, 2024 Direct
transaction DUOL Class A Common Stock Sale -$3.51M -16.3K -90.56% $215.38 1.7K Mar 8, 2024 Direct F1, F2
transaction DUOL Class A Common Stock Sale -$368K -1.7K -100% $216.21 0 Mar 8, 2024 Direct F1, F3

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 Stock Option (Right to Buy) Options Exercise $0 -100 -0.06% $0.00 159K Mar 7, 2024 Class B Common Stock 100 $7.48 Direct F4
transaction DUOL Class B Common Stock Conversion of derivative security $0 +100 +0% $0.00 3.09M Mar 7, 2024 Class A Common Stock 100 Direct F5
transaction DUOL Class B Common Stock Conversion of derivative security $0 -100 0% $0.00 3.09M Mar 7, 2024 Class A Common Stock 100 Direct F5
transaction DUOL Stock Option (Right to Buy) Options Exercise $0 -18K -11.32% $0.00 141K Mar 8, 2024 Class B Common Stock 18K $7.48 Direct F4
transaction DUOL Class B Common Stock Conversion of derivative security $0 +18K +0.58% $0.00 3.11M Mar 8, 2024 Class A Common Stock 18K Direct F5
transaction DUOL Class B Common Stock Conversion of derivative security $0 -18K -0.58% $0.00 3.09M Mar 8, 2024 Class A Common Stock 18K Direct F5
* 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 November 30, 2023.
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 $215.00 to $215.93, 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 $216.00 to $216.35, 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 shares subject to the option are fully vested and exercisable.
F5 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.