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