Luis von Ahn - Jun 28, 2024 Form 4/A - Amendment Insider Report for Duolingo, Inc. (DUOL)

Role: President & CEO, Co-Founder, Director, 10%+ Owner
Signature: /s/ Stephen Chen, as Attorney-in-Fact for Luis von Ahn
Stock symbol: DUOL
Transactions as of: Jun 28, 2024
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 4/16/2025, 09:36 PM
Date Of Original Report: Jul 1, 2024
Previous filing: May 3, 2024
Next filing: Aug 16, 2024
SEC: View on sec.gov

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
holding	DUOL	Class B Common Stock						3.09M	Jun 28, 2024	Class A Common Stock	3.09M		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	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.
F2	On July 1, 2024, due to an administrative error, a Form 4 was filed reporting that on June 28, 2024 the Reporting Person (i) converted 1,000 shares of Class B Common Stock into an equivalent amount of shares of Class A Common Stock, and (ii) subsequently executed an open-market sale of 1,000 shares of Class A Common Stock, both of which transactions were not made by the Reporting Person. As of June 28, 2024, the Reporting Person directly owned 3,089,231 shares of Class B Common Stock.

Content

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.

On July 1, 2024, due to an administrative error, a Form 4 was filed reporting that on June 28, 2024 the Reporting Person (i) converted 1,000 shares of Class B Common Stock into an equivalent amount of shares of Class A Common Stock, and (ii) subsequently executed an open-market sale of 1,000 shares of Class A Common Stock, both of which transactions were not made by the Reporting Person. As of June 28, 2024, the Reporting Person directly owned 3,089,231 shares of Class B Common Stock.