0001562088-23-000077.txt : 20230322 0001562088-23-000077.hdr.sgml : 20230322 20230322161931 ACCESSION NUMBER: 0001562088-23-000077 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230321 FILED AS OF DATE: 20230322 DATE AS OF CHANGE: 20230322 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chen Stephen C. CENTRAL INDEX KEY: 0001869758 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40653 FILM NUMBER: 23753194 MAIL ADDRESS: STREET 1: C/O DUOLINGO, INC. STREET 2: 5900 PENN AVE. CITY: PITTSBURGH STATE: PA ZIP: 15206 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Duolingo, Inc. CENTRAL INDEX KEY: 0001562088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 453055872 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5900 PENN AVE, SECOND FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15206 BUSINESS PHONE: (412) 347-6116 MAIL ADDRESS: STREET 1: 5900 PENN AVE, SECOND FLOOR CITY: PITTSBURGH STATE: PA ZIP: 15206 4 1 wf-form4_167951635387490.xml FORM 4 X0407 4 2023-03-21 0 0001562088 Duolingo, Inc. DUOL 0001869758 Chen Stephen C. C/O DUOLINGO, INC. 5900 PENN AVENUE PITTSBURGH PA 15206 0 1 0 0 General Counsel 1 Class A Common Stock 2023-03-21 4 M 0 9252 14.42 A 35805 D Class A Common Stock 2023-03-21 4 S 0 9252 130.4297 D 26553 D Stock Option (Right to Buy) 14.42 2023-03-21 4 M 0 9252 0 D 2030-03-10 Class A Common Stock 9252.0 57501 D The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan. 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 $130.09 to $130.89, 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. 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. /s/ Stephen C. Chen 2023-03-22 EX-24 2 ex-24.htm STEPHEN C. CHEN POA

POWER OF ATTORNEY

With respect to holdings of and transactions in securities issued by Duolingo, Inc. (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful attorney-in-fact to:
1.    prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the United States Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain and/or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended, or any rule or regulation of the SEC;
2.    execute for and on behalf of the undersigned, Forms 3, 4, and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
3.    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
4.    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of April, 2021.

                        By: /s/ Stephen Chen
                        Name: Stephen Chen

Schedule A

Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and Resubstitution

1. Luis von Ahn
2. Stephen Chen
3. Matt Skaruppa