Hacker Severin - 14 Dec 2021 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Role: Chief Technology Officer,, Director, Co-Founder, 10%+ Owner
Signature: /s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker
Issuer symbol: DUOL
Transactions as of: 14 Dec 2021
Net transactions value: $0
Form type: 4
Filing time: 10 Feb 2022, 16:39:13 UTC
Previous filing: 10 Dec 2021
Next filing: 03 Jun 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DUOL	Class A Common Stock	Conversion of derivative security	$0	+6,000		$0.000000	6,000	14 Dec 2021	See footnote	F1
transaction	DUOL	Class A Common Stock	Gift	$0	-6,000	-100%	$0.000000^*	0	14 Dec 2021	See footnote	F1
holding	DUOL	Class A Common Stock						72	14 Dec 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DUOL	Class B Common Stock	Conversion of derivative security	$0	-6,000	-0.18%	$0.000000	3,371,417	14 Dec 2021	Class A Common Stock	6,000		See footnote	F1, F2
holding	DUOL	Class B Common Stock						15,500	14 Dec 2021	Class A Common Stock	15,500		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.
F2	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.

Content

Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee.

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.