Sec Form 4 Filing - Chen Stephen C. @ Duolingo, Inc. - 2021-11-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Chen Stephen C.
2. Issuer Name and Ticker or Trading Symbol
Duolingo, Inc. [ DUOL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel
(Last)
(First)
(Middle)
C/O DUOLINGO, INC., 5900 PENN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2021
(Street)
PITTSBURGH, PA15206
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/15/2021 M 544 A $ 0( 1 ) 544 D
Class A Common Stock 11/15/2021 A 4,288( 2 ) A $ 0 4,832( 3 ) D
Class A Common Stock 11/15/2021 S( 4 ) 45 D $ 138.0439( 5 ) 4,787( 3 ) D
Class A Common Stock 11/15/2021 S( 4 ) 37 D $ 139.0086( 6 ) 4,750( 3 ) D
Class A Common Stock 11/15/2021 S( 4 ) 38 D $ 140.1063( 7 ) 4,712( 3 ) D
Class A Common Stock 11/15/2021 S( 4 ) 20 D $ 141.3591( 8 ) 4,692( 3 ) D
Class A Common Stock 11/15/2021 S( 4 ) 6 D $ 141.8953( 9 ) 4,686( 3 ) D
Class A Common Stock 11/15/2021 S( 4 ) 9 D $ 143.1101( 10 ) 4,677( 3 ) D
Class A Common Stock 11/15/2021 S( 4 ) 26 D $ 145.3385( 11 ) 4,651( 3 ) D
Class A Common Stock 11/15/2021 S( 4 ) 135 D $ 146.2107( 12 ) 4,516( 3 ) D
Class A Common Stock 11/15/2021 S( 4 ) 25 D $ 146.8503( 13 ) 4,491( 3 ) D
Class A Common Stock 11/15/2021 M 17,499 A $ 14.42 21,990( 3 ) D
Class A Common Stock 11/15/2021 S( 14 ) 1,932 D $ 138.1012( 15 ) 20,058( 3 ) D
Class A Common Stock 11/15/2021 S( 14 ) 1,109 D $ 139.2914( 16 ) 18,949( 3 ) D
Class A Common Stock 11/15/2021 S( 14 ) 3,457 D $ 140.333( 17 ) 15,492( 3 ) D
Class A Common Stock 11/15/2021 S( 14 ) 1,629 D $ 141.2702( 18 ) 13,863( 3 ) D
Class A Common Stock 11/15/2021 S( 14 ) 500 D $ 143.222( 19 ) 13,363( 3 ) D
Class A Common Stock 11/15/2021 S( 14 ) 600 D $ 144.7094( 20 ) 12,763( 3 ) D
Class A Common Stock 11/15/2021 S( 14 ) 3,339 D $ 145.9079( 21 ) 9,424( 3 ) D
Class A Common Stock 11/15/2021 S( 14 ) 3,530 D $ 146.4784( 22 ) 5,894( 3 ) D
Class A Common Stock 11/15/2021 S( 14 ) 903 D $ 147.8352( 23 ) 4,991( 3 ) D
Class A Common Stock 11/15/2021 S( 14 ) 400 D $ 148.715( 24 ) 4,591( 3 ) D
Class A Common Stock 11/15/2021 S( 14 ) 100 D $ 150.7 4,491( 3 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 1 ) 11/15/2021 M 544 ( 1 ) ( 1 ) Class A Common Stock 544 $ 0 0 D
Stock Option (Right to Buy) $ 14.42 11/15/2021 M 17,499 ( 25 ) 03/10/2030 Class A Common Stock 17,499 $ 0 122,501 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chen Stephen C.
C/O DUOLINGO, INC.
5900 PENN AVENUE
PITTSBURGH, PA15206
General Counsel
Signatures
/s/ Stephen C. Chen 11/17/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock. 100% of the RSUs were immediately vested as of August 15, 2021 and settled on November 15, 2021.
( 2 )Constitute RSUs for which the Reporting Person is entitled to receive one (1) share of Issuer's Class A Common Stock for each RSU upon vesting. 1/16th of the RSUs shall vest on each quarterly anniversary of May 15, 2021. On November 15, 2021, 536 RSUs vested.
( 3 )Includes 3,752 RSUs.
( 4 )Shares were sold solely to satisfy tax withholding obligations in connection with the vesting of RSUs and delivery of shares.
( 5 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $137.48 to $138.46, 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.
( 6 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $138.585 to $139.57, 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
( 7 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $139.66 to $140.52, 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.
( 8 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $140.77 to $141.76, 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.
( 9 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $141.83 to $141.96, 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.
( 10 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $142.90 to $143.42, 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.
( 11 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $144.69 to $145.60, 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.
( 12 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.72 to $146.70, 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.
( 13 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.72 to $147.21, 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.
( 14 )The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.
( 15 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $137.86 to $138.77, 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.
( 16 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $138.95 to $139.94, 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.
( 17 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $139.95 to $140.92, 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.
( 18 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $140.97 to $141.91, 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.
( 19 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $142.98 to $143.85, 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.
( 20 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $144.18 to $145.05, 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.
( 21 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.19 to $146.17, 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.
( 22 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.19 to $146.98, 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.
( 23 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $147.19 to $148.10, 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.
( 24 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $148.29 to $149.15, 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.
( 25 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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