0001562088-24-000062.txt : 20240307
0001562088-24-000062.hdr.sgml : 20240307
20240307191206
ACCESSION NUMBER: 0001562088-24-000062
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240305
FILED AS OF DATE: 20240307
DATE AS OF CHANGE: 20240307
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: von Ahn Luis
CENTRAL INDEX KEY: 0001829259
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40653
FILM NUMBER: 24731926
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]
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_1709856716.xml
FORM 4
X0508
4
2024-03-05
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
2024-03-05
4
C
0
13600
0
A
13600
D
Class A Common Stock
2024-03-05
4
S
0
630
200.8684
D
12970
D
Class A Common Stock
2024-03-05
4
S
0
1099
201.7248
D
11871
D
Class A Common Stock
2024-03-05
4
S
0
500
202.612
D
11371
D
Class A Common Stock
2024-03-05
4
S
0
700
203.7437
D
10671
D
Class A Common Stock
2024-03-05
4
S
0
700
204.79
D
9971
D
Class A Common Stock
2024-03-05
4
S
0
1361
206.2102
D
8610
D
Class A Common Stock
2024-03-05
4
S
0
1659
207.32
D
6951
D
Class A Common Stock
2024-03-05
4
S
0
1971
208.3131
D
4980
D
Class A Common Stock
2024-03-05
4
S
0
1000
209.3426
D
3980
D
Class A Common Stock
2024-03-05
4
S
0
1980
210.4778
D
2000
D
Class A Common Stock
2024-03-05
4
S
0
200
214.87
D
1800
D
Class A Common Stock
2024-03-05
4
S
0
1200
217.3475
D
600
D
Class A Common Stock
2024-03-05
4
S
0
600
221.30
D
0
D
Class A Common Stock
2024-03-06
4
C
0
2273
0
A
2273
D
Class A Common Stock
2024-03-06
4
S
0
1773
215.3684
D
500
D
Class A Common Stock
2024-03-06
4
S
0
460
216.3867
D
40
D
Class A Common Stock
2024-03-06
4
S
0
40
217.407
D
0
D
Stock Option (Right to Buy)
7.48
2024-03-05
4
M
0
13600
0
D
2029-02-14
Class B Common Stock
13600
161400
D
Class B Common Stock
2024-03-05
4
M
0
13600
0
A
Class A Common Stock
13600
3102831
D
Class B Common Stock
2024-03-05
4
C
0
13600
0
D
Class A Common Stock
13600
3089231
D
Stock Option (Right to Buy)
7.48
2024-03-06
4
M
0
2273
0
D
2029-02-14
Class B Common Stock
2273
159127
D
Class B Common Stock
2024-03-06
4
M
0
2273
0
A
Class A Common Stock
2273
3091504
D
Class B Common Stock
2024-03-06
4
M
0
2273
0
D
Class A Common Stock
2273
3089231
D
The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on November 30, 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 $200.20 to $201.19, 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 $201.21 to $202.17, 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 $202.21 to $202.92, 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 $203.39 to $204.27, 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 $204.39 to $205.31, 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 $205.67 to $206.58, 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 $206.73 to $207.72, 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 $207.81 to $208.77, 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 $208.85 to $209.74, 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 $210.00 to $210.98, 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 $214.54 to $215.20, 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 $217.03 to $217.54, 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 $215.07to $216.06, 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 $216.16 to $217.05, 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 $217.35 to $217.41, 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 shares subject to the option are fully vested and exercisable.
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
2024-03-07