Stephen C. Chen - 09 Feb 2024 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Signature
/s/ Stephen C. Chen
Issuer symbol
DUOL
Transactions as of
09 Feb 2024
Transactions value $
-$351,160
Form type
4
Date filed
12 Feb 2024, 16:18
Previous filing
05 Jan 2024
Next filing
20 Feb 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DUOL Class A Common Stock Options Exercise $28.8K +2K +5.71% $14.42 37K 09 Feb 2024 Direct
transaction DUOL Class A Common Stock Sale -$380K -2K -5.4% $190.00 35K 09 Feb 2024 Direct F1

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 Stock Option (Right to Buy) Options Exercise $0 -2K -7.89% $0.00 23.3K 09 Feb 2024 Class A Common Stock 2K $14.42 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on September 15, 2023.
F2 25% of the shares subject to the option vest on the first anniversary measured from March 2, 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.