0001562088-24-000226.txt : 20240903 0001562088-24-000226.hdr.sgml : 20240903 20240903205223 ACCESSION NUMBER: 0001562088-24-000226 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240830 FILED AS OF DATE: 20240903 DATE AS OF CHANGE: 20240903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chen Stephen C. CENTRAL INDEX KEY: 0001869758 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40653 FILM NUMBER: 241275704 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_1725411136.xml FORM 4 X0508 4 2024-08-30 0 0001562088 Duolingo, Inc. DUOL 0001869758 Chen Stephen C. C/O DUOLINGO, INC. 5900 PENN AVENUE PITTSBURGH PA 15206 0 1 0 0 General Counsel 1 Class A Common Stock 2024-08-30 4 M 0 7382 14.42 A 55022 D Class A Common Stock 2024-08-30 4 S 0 1363 208.5275 D 53659 D Class A Common Stock 2024-08-30 4 S 0 3173 209.5397 D 50486 D Class A Common Stock 2024-08-30 4 S 0 2815 210.6226 D 47671 D Class A Common Stock 2024-08-30 4 S 0 2977 211.6242 D 44694 D Class A Common Stock 2024-08-30 4 S 0 5677 212.6943 D 39017 D Class A Common Stock 2024-08-30 4 S 0 3459 213.4167 D 35558 D Stock Option (Right to Buy) 14.42 2024-08-30 4 M 0 7382 0 D 2030-03-10 Class A Common Stock 7382 9237 D The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 31, 2024. 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 $207.97 to $208.88, 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 $208.97 to $209.89, 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 $210.11 to $211.10, 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 $211.11 to $212.10, 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 $212.12 to $213.04, 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 $213.13 to $214.00, 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. /s/ Stephen C. Chen 2024-09-03