Form 4 for DUOL Duolingo, Inc.
Accepted 2021-11-17 00:00:00 ET · period of report 2021-11-15 · accession 0001562088-21-000038 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2021-11-17 | 2021-11-15 | DUOL | Chen Stephen C. | GC | M - OptEx | $13.99 | +18.0K | 22.0K | +457% | +$252.3K |
| DM | 2021-11-17 | 2021-11-15 | DUOL | Chen Stephen C. | GC | S - Sale+OE | $143.28 | -17.8K | 4,787 | -79% | -$2.56M |
| D | 2021-11-17 | 2021-11-15 | DUOL | Chen Stephen C. | GC | A - Grant | $0.00 | +4,288 | 4,832 | +788% | $0 |
| DM | 2021-11-17 | 2021-11-15 | DUOL | Chen Stephen C. | GC | M - OptEx | $0.00 | -18.0K | 122.5K | -13% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-11-15 | M | A | 544 | $0.00 | 544 | D | — | — | (F1) 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 | Common | Class A Common Stock | 2021-11-15 | S | D | 100 | $150.70 | 4,491 | D | — | — | (F3) Includes 3,752 RSUs. |
| 3 | Common | Class A Common Stock | 2021-11-15 | S | D | 400 | $148.72 | 4,591 | D | — | — | (F24) 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. (F3) Includes 3,752 RSUs. |
| 4 | Common | Class A Common Stock | 2021-11-15 | S | D | 903 | $147.84 | 4,991 | D | — | — | (F23) 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. (F3) Includes 3,752 RSUs. |
| 5 | Common | Class A Common Stock | 2021-11-15 | S | D | 3,530 | $146.48 | 5,894 | D | — | — | (F22) 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. (F3) Includes 3,752 RSUs. |
| 6 | Common | Class A Common Stock | 2021-11-15 | S | D | 3,339 | $145.91 | 9,424 | D | — | — | (F21) 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. (F3) Includes 3,752 RSUs. |
| 7 | Common | Class A Common Stock | 2021-11-15 | S | D | 600 | $144.71 | 12,763 | D | — | — | (F20) 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. (F3) Includes 3,752 RSUs. |
| 8 | Common | Class A Common Stock | 2021-11-15 | S | D | 500 | $143.22 | 13,363 | D | — | — | (F19) 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. (F3) Includes 3,752 RSUs. |
| 9 | Common | Class A Common Stock | 2021-11-15 | S | D | 1,629 | $141.27 | 13,863 | D | — | — | (F18) 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. (F3) Includes 3,752 RSUs. |
| 10 | Common | Class A Common Stock | 2021-11-15 | S | D | 3,457 | $140.33 | 15,492 | D | — | — | (F17) 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. (F3) Includes 3,752 RSUs. |
| 11 | Common | Class A Common Stock | 2021-11-15 | S | D | 1,109 | $139.29 | 18,949 | D | — | — | (F16) 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. (F3) Includes 3,752 RSUs. |
| 12 | Common | Class A Common Stock | 2021-11-15 | S | D | 1,932 | $138.10 | 20,058 | D | — | — | (F15) 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. (F3) Includes 3,752 RSUs. |
| 13 | Common | Class A Common Stock | 2021-11-15 | M | A | 17,499 | $14.42 | 21,990 | D | — | — | (F3) Includes 3,752 RSUs. |
| 14 | Common | Class A Common Stock | 2021-11-15 | S | D | 25 | $146.85 | 4,491 | D | — | — | (F13) 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. (F3) Includes 3,752 RSUs. |
| 15 | Common | Class A Common Stock | 2021-11-15 | S | D | 135 | $146.21 | 4,516 | D | — | — | (F12) 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. (F3) Includes 3,752 RSUs. |
| 16 | Common | Class A Common Stock | 2021-11-15 | S | D | 26 | $145.34 | 4,651 | D | — | — | (F11) 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. (F3) Includes 3,752 RSUs. |
| 17 | Common | Class A Common Stock | 2021-11-15 | S | D | 9 | $143.11 | 4,677 | D | — | — | (F10) 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. (F3) Includes 3,752 RSUs. |
| 18 | Common | Class A Common Stock | 2021-11-15 | S | D | 6 | $141.90 | 4,686 | D | — | — | (F9) 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. (F3) Includes 3,752 RSUs. |
| 19 | Common | Class A Common Stock | 2021-11-15 | S | D | 20 | $141.36 | 4,692 | D | — | — | (F8) 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. (F3) Includes 3,752 RSUs. |
| 20 | Common | Class A Common Stock | 2021-11-15 | S | D | 38 | $140.11 | 4,712 | D | — | — | (F7) 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. (F3) Includes 3,752 RSUs. |
| 21 | Common | Class A Common Stock | 2021-11-15 | S | D | 37 | $139.01 | 4,750 | D | — | — | (F6) 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 (F3) Includes 3,752 RSUs. |
| 22 | Common | Class A Common Stock | 2021-11-15 | S | D | 45 | $138.04 | 4,787 | D | — | — | (F5) 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. (F3) Includes 3,752 RSUs. |
| 23 | Common | Class A Common Stock | 2021-11-15 | A | A | 4,288 | $0.00 | 4,832 | D | — | — | (F2) 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. (F3) Includes 3,752 RSUs. |
| 24 | Derivative | Restricted Stock Units | 2021-11-15 | M | D | 544 | $0.00 | 0 | D | — · — to — | 544 Class A Common Stock | (F1) 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. |
| 25 | Derivative | Stock Option (Right to Buy) | 2021-11-15 | M | D | 17,499 | $0.00 | 122,501 | D | $14.42 · — to 2030-03-10 | 17,499 Class A Common Stock | (F25) 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. |