0001562088-23-000243.txt : 20231204 0001562088-23-000243.hdr.sgml : 20231204 20231204161053 ACCESSION NUMBER: 0001562088-23-000243 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231201 FILED AS OF DATE: 20231204 DATE AS OF CHANGE: 20231204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hacker Severin CENTRAL INDEX KEY: 0001870272 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40653 FILM NUMBER: 231463130 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 wk-form4_1701724240.xml FORM 4 X0508 4 2023-12-01 0 0001562088 Duolingo, Inc. DUOL 0001870272 Hacker Severin C/O DUOLINGO, INC. 5900 PENN AVENUE 5900 PENN AVENUE PITTSBURGH PA 15206 1 1 1 0 Chief Tech Officer, Co-Founder 1 Class A Common Stock 2023-12-01 4 C 0 10000 0 A 10000 I See footnote Class A Common Stock 2023-12-01 4 S 0 700 208.4229 D 9300 I See footnote Class A Common Stock 2023-12-01 4 S 0 802 209.559 D 8498 I See footnote Class A Common Stock 2023-12-01 4 S 0 500 210.614 D 7998 I See footnote Class A Common Stock 2023-12-01 4 S 0 900 212.0256 D 7098 I See footnote Class A Common Stock 2023-12-01 4 S 0 2726 213.3136 D 4372 I See footnote Class A Common Stock 2023-12-01 4 S 0 3113 214.1341 D 1259 I See footnote Class A Common Stock 2023-12-01 4 S 0 1259 214.8349 D 0 I See footnote Class A Common Stock 72 D Class B Common Stock 2023-12-01 4 C 0 10000 0 D Class A Common Stock 10000 3064917 I See footnote Class B Common Stock Class A Common Stock 43730 43730 D Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 2, 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 $208.20 to $209.04, 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 $209.27 to $209.94, 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 $210.32 to $210.87, 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 $211.53 to $212.51, 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 $212.58 to $213.55, 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 $213.60 to $214.55, 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 $214.63 to $215.22, 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 Severin Hacker 2023-12-04