0001562088-23-000136.txt : 20230613
0001562088-23-000136.hdr.sgml : 20230613
20230613170451
ACCESSION NUMBER: 0001562088-23-000136
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230612
FILED AS OF DATE: 20230613
DATE AS OF CHANGE: 20230613
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Clemens Sara
CENTRAL INDEX KEY: 0001600681
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40653
FILM NUMBER: 231012054
MAIL ADDRESS:
STREET 1: C/O PANDORA MEDIA, INC.
STREET 2: 2101 WEBSTER STREET, #1650
CITY: OAKLAND
STATE: CA
ZIP: 94612
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
wk-form4_1686690282.xml
FORM 4
X0407
4
2023-06-12
0
0001562088
Duolingo, Inc.
DUOL
0001600681
Clemens Sara
C/O DUOLINGO, INC.
5900 PENN AVENUE
PITTSBURGH
PA
15206
1
0
0
0
1
Class A Common Stock
2023-06-12
4
M
0
10000
16.27
A
13237
D
Class A Common Stock
2023-06-12
4
S
0
900
153.5128
D
12337
D
Class A Common Stock
2023-06-12
4
S
0
3358
154.5872
D
8979
D
Class A Common Stock
2023-06-12
4
S
0
1542
155.6315
D
7437
D
Class A Common Stock
2023-06-12
4
S
0
3507
156.7093
D
3930
D
Class A Common Stock
2023-06-12
4
S
0
2266
157.5493
D
1664
D
Stock Option (Right to Buy)
16.27
2023-06-12
4
M
0
10000
0
D
2030-06-10
Class A Common Stock
10000
10000
D
The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on December 13, 2022.
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 $153.06 to $154.03, 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.
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 $154.08 to $155.07, 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.
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 $155.08 to $156.06, 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.
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 $156.18 to $157.17, 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.
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 $157.18 to $158.14, 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 annually measured from June 10, 2020 (the "Vesting Commencement Date"), 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 Chen, as Attorney-in-Fact for Sara Clemens
2023-06-13