0001562088-23-000145.txt : 20230615 0001562088-23-000145.hdr.sgml : 20230615 20230615164402 ACCESSION NUMBER: 0001562088-23-000145 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230614 FILED AS OF DATE: 20230615 DATE AS OF CHANGE: 20230615 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: von Ahn Luis CENTRAL INDEX KEY: 0001829259 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40653 FILM NUMBER: 231018027 MAIL ADDRESS: STREET 1: C/O ROOT, INC. STREET 2: 80 E. RICH STREET, SUITE 500 CITY: COLUMBUS STATE: OH ZIP: 43215 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_1686861834.xml FORM 4 X0407 4 2023-06-14 0 0001562088 Duolingo, Inc. DUOL 0001829259 von Ahn Luis C/O DUOLINGO, INC. 5900 PENN AVENUE PITTSBURGH PA 15206 1 1 1 0 President & CEO, Co-Founder 1 Class A Common Stock 2023-06-14 4 C 0 33334 0 A 33334 D Class A Common Stock 2023-06-14 4 S 0 1700 150.9952 D 31634 D Class A Common Stock 2023-06-14 4 S 0 7847 151.9592 D 23787 D Class A Common Stock 2023-06-14 4 S 0 8745 152.9517 D 15042 D Class A Common Stock 2023-06-14 4 S 0 12434 154.0392 D 2608 D Class A Common Stock 2023-06-14 4 S 0 2608 154.812 D 0 D Class B Common Stock 2023-06-14 4 C 0 33334 0 D Class A Common Stock 33334 3044999 D 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. 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 $150.47 to $151.18, 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 $151.47 to $152.46, 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 $152.47 to $153.46, 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 $153.51 to $154.50, 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 $154.56 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. 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. /s/ Stephen Chen, as Attorney-in-Fact for Luis von Ahn 2023-06-15