Matthew Skaruppa - 01 Nov 2024 Form 4 Insider Report for Duolingo, Inc. (DUOL)

Signature
/s/ Stephen Chen, as Attorney-in-Fact for Matthew Skaruppa
Issuer symbol
DUOL
Transactions as of
01 Nov 2024
Net transactions value
-$3,903,546
Form type
4
Filing time
05 Nov 2024, 16:16:40 UTC
Previous filing
03 Oct 2024
Next filing
18 Nov 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DUOL Class A Common Stock Options Exercise $201,880 +14,000 +16% $14.42 102,856 01 Nov 2024 Direct
transaction DUOL Class A Common Stock Sale $641,110 -2,200 -2.1% $291.41 100,656 01 Nov 2024 Direct F1, F2
transaction DUOL Class A Common Stock Sale $1,485,676 -5,082 -5% $292.34 95,574 01 Nov 2024 Direct F1, F3
transaction DUOL Class A Common Stock Sale $822,822 -2,805 -2.9% $293.34 92,769 01 Nov 2024 Direct F1, F4
transaction DUOL Class A Common Stock Sale $592,648 -2,013 -2.2% $294.41 90,756 01 Nov 2024 Direct F1, F5
transaction DUOL Class A Common Stock Sale $259,385 -877 -0.97% $295.76 89,879 01 Nov 2024 Direct F1, F6
transaction DUOL Class A Common Stock Sale $214,585 -723 -0.8% $296.80 89,156 01 Nov 2024 Direct F1, F7
transaction DUOL Class A Common Stock Sale $89,200 -300 -0.34% $297.33 88,856 01 Nov 2024 Direct F1, F8

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 -14,000 -49% $0.000000 14,427 01 Nov 2024 Class A Common Stock 14,000 $14.42 Direct F9
* 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 May 22, 2024.
F2 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 $290.93 to $291.84, 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.
F3 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 $291.94 to $292.93, 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.
F4 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 $292.94 to $293.91, 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.
F5 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 $293.98 to $294.96, 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.
F6 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 $295.15 to $296.09, 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.
F7 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 $296.23 to $296.97, 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.
F8 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 $297.27 to $297.45, 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.
F9 The shares subject to the option are fully vested and exercisable.