Sec Form 4 Filing - Hacker Severin @ Duolingo, Inc. - 2022-06-09

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 Hacker Severin 2. Issuer Name and Ticker or Trading Symbol Duolingo, Inc. [ DUOL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Tech Officer, Co-Founder (Last) (First) (Middle) C/O DUOLINGO, INC. 5900 PENN AVENUE, 5900 PENN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/09/2022 (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 06/09/2022 C 20,000 A $ 0 20,000 I See footnote( 1 ) Class A Common Stock 06/09/2022 S( 2 ) 4,392 D $ 96.0739( 3 ) 15,608 I See footnote( 1 ) Class A Common Stock 06/09/2022 S( 2 ) 4,418 D $ 97.094( 4 ) 11,190 I See footnote( 1 ) Class A Common Stock 06/09/2022 S( 2 ) 5,180 D $ 98.0905( 5 ) 6,010 I See footnote( 1 ) Class A Common Stock 06/09/2022 S( 2 ) 3,210 D $ 98.9828( 6 ) 2,800 I See footnote( 1 ) Class A Common Stock 06/09/2022 S( 2 ) 800 D $ 100.1277( 7 ) 2,000 I See footnote( 1 ) Class A Common Stock 06/09/2022 S( 2 ) 2,000 D $ 101.0818( 8 ) 0 I See footnote( 1 ) Class A Common Stock 72 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 Class B Common Stock ( 9 ) 06/09/2022 C 20,000 ( 9 ) ( 9 ) Class A Common Stock 20,000 $ 0 3,331,417 I See footnote( 1 ) Class B Common Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 15,500 15,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hacker Severin C/O DUOLINGO, INC. 5900 PENN AVENUE 5900 PENN AVENUE PITTSBURGH, PA15206 X X Chief Tech Officer, Co-Founder Signatures /s/ Stephen Chen, as Attorney-in-Fact for Severin Hacker 06/13/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. ( 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from 95.55 to $96.50, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $96.61 to $97.60, 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. ( 5 )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 $97.62 to $98.61, 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 the range set forth in this footnote. ( 6 )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 $98.63 to $99.60, 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. ( 7 )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 $99.67 to $100.56, 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 calculated by the broker executing the sales. These shares were sold in multiple transactions at prices ranging from $100.69 to $101.42, 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. ( 9 )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 and (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.

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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