0001562088-24-000016.txt : 20240205 0001562088-24-000016.hdr.sgml : 20240205 20240205161220 ACCESSION NUMBER: 0001562088-24-000016 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240201 FILED AS OF DATE: 20240205 DATE AS OF CHANGE: 20240205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Skaruppa Matthew CENTRAL INDEX KEY: 0001869669 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40653 FILM NUMBER: 24595844 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] ORGANIZATION NAME: 06 Technology 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_1707167522.xml FORM 4 X0508 4 2024-02-01 0 0001562088 Duolingo, Inc. DUOL 0001869669 Skaruppa Matthew C/O DUOLINGO, INC. 5900 PENN AVENUE PITTSBURGH PA 15206 0 1 0 0 Chief Financial Officer 1 Class A Common Stock 2024-02-01 4 M 0 8000 14.42 A 77688 D Class A Common Stock 2024-02-01 4 S 0 400 175.555 D 77288 D Class A Common Stock 2024-02-01 4 S 0 1488 176.6479 D 75800 D Class A Common Stock 2024-02-01 4 S 0 1943 177.7253 D 73857 D Class A Common Stock 2024-02-01 4 S 0 600 178.7983 D 73257 D Class A Common Stock 2024-02-01 4 S 0 1925 179.8986 D 71332 D Class A Common Stock 2024-02-01 4 S 0 1444 180.8092 D 69888 D Class A Common Stock 2024-02-01 4 S 0 200 181.405 D 69688 D Stock Option (Right to Buy) 14.42 2024-02-01 4 M 0 8000 0 D 2030-03-10 Class A Common Stock 8000 127449 D The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on June 9, 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 $175.13 to $175.95, 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 $176.25 to $177.20, 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 $177.27 to $178.26, 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 $178.31 to $179.30, 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 $179.34 to $180.33, 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 $180.34 to $181.32, 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 $181.34 to $181.47, 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 February 24, 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 Chen, as Attorney-in-Fact for Matthew Skaruppa 2024-02-05