Sec Form 4 Filing - Glance Natalie @ Duolingo, Inc. - 2021-11-16

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 Glance Natalie 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) SVP, Engineering (Last) (First) (Middle) C/O DUOLINGO, INC., 5900 PENN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/16/2021 (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)

$ 139.1602( 6 ) 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 11/16/2021 M 995 A $ 2.23 75,023( 1 ) D Class A Common Stock 11/16/2021 M 18,333 A $ 5 93,356( 1 ) D Class A Common Stock 11/16/2021 M 130 A $ 7.11 93,486( 1 ) D Class A Common Stock 11/16/2021 S( 2 ) 2,765 D $ 135.7541( 3 ) 90,721( 1 ) D Class A Common Stock 11/16/2021 S( 2 ) 1,921 D $ 136.4994( 4 ) 88,800( 1 ) D Class A Common Stock 11/16/2021 S( 2 ) 951 D $ 138.2488( 5 ) 87,849( 1 ) D Class A Common Stock 11/16/2021 S( 2 ) 6,355 D 81,494( 1 ) D Class A Common Stock 11/16/2021 S( 2 ) 6,378 D $ 140.0312( 7 ) 75,116( 1 ) D Class A Common Stock 11/16/2021 S( 2 ) 1,000 D $ 140.7918( 8 ) 74,116( 1 ) D Class A Common Stock 11/16/2021 S( 2 ) 88 D $ 141.65 74,028( 1 ) 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 Stock Option (Right to Buy) $ 2.23 11/16/2021 M 995 ( 9 ) 02/27/2025 Class A Common Stock 995 $ 0 83,196 D Stock Option (Right to Buy) $ 5 11/16/2021 M 18,333 ( 9 ) 04/07/2027 Class A Common Stock 18,333 $ 0 21,334 D Stock Option (Right to Buy) $ 7.11 11/16/2021 M 130 ( 10 ) 04/20/2028 Class A Common Stock 130 $ 0 23,870 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Glance Natalie C/O DUOLINGO, INC. 5900 PENN AVENUE PITTSBURGH, PA15206 SVP, Engineering Signatures /s/ Stephen Chen, as Attorney-in-Fact for Natalie Glance 11/18/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 21,875 restricted stock units. ( 2 )The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan. ( 3 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $135.19 to $136.18, 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. ( 4 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $136.19 to $137.02, 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. ( 5 )The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $137.59 to $138.54, 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 $138.62 to $139.61, 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 th e 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 $139.63 to $140.62, 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 $140.63 to $141.09, 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. ( 9 )The shares subject to the option are fully vested and exercisable. ( 10 )1/48th of the shares subject to the option vest on each monthly anniversary measured from February 27, 2018 (the "Vesting Commencement Date"), 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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