Form 4 for DUOL Duolingo, Inc.
Accepted 2023-09-06 00:00:00 ET · period of report 2023-05-31 · accession 0001562088-23-000193 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-09-06 | 2023-09-01 | DUOL | Hacker Severin | Chief Tech Off, Co-Founder, Dir, 10% | S - Sale | $148.80 | -10.0K | 8,600 | -54% | -$1.49M |
| DI | 2023-09-06 | 2023-09-01 | DUOL | Hacker Severin | Chief Tech Off, Co-Founder, Dir, 10% | C - Cnv Deriv | $0.00 | +10.0K | 10.0K | New | $0 |
| DI | 2023-09-06 | 2023-09-01 | DUOL | Hacker Severin | Chief Tech Off, Co-Founder, Dir, 10% | C - Cnv Deriv | $0.00 | -10.0K | 3.10M | -0.3% | $0 |
| DI | 2023-09-06 | 2023-05-31 | DUOL | Hacker Severin | Chief Tech Off, Co-Founder, Dir, 10% | G - Gift | $0.00 | -70.0K | 3.11M | -2% | $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 | 2023-09-01 | S | D | 200 | $152.36 | 0 | I See footnote | — | — | (F8) The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $152.33 to $152.38, 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. (F1) Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. |
| 2 | Common | Class A Common Stock | 2023-09-01 | S | D | 410 | $151.53 | 200 | I See footnote | — | — | (F7) The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $150.97 to $151.88, 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. (F1) Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. |
| 3 | Common | Class A Common Stock | 2023-09-01 | S | D | 500 | $149.94 | 610 | I See footnote | — | — | (F6) The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $149.85 to $150.31, 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. (F1) Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. |
| 4 | Common | Class A Common Stock | 2023-09-01 | S | D | 3,711 | $149.25 | 1,110 | I See footnote | — | — | (F5) The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $148.82 to $149.79, 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. (F1) Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. |
| 5 | Common | Class A Common Stock | 2023-09-01 | S | D | 3,779 | $148.40 | 4,821 | I See footnote | — | — | (F4) The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $147.82 to $148.78, 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. (F1) Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. |
| 6 | Common | Class A Common Stock | 2023-09-01 | S | D | 400 | $146.07 | 9,600 | I See footnote | — | — | (F2) The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $145.47 to $146.29, 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. (F1) Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. |
| 7 | Common | Class A Common Stock | 2023-09-01 | S | D | 1,000 | $147.32 | 8,600 | I See footnote | — | — | (F3) The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $146.77 to $147.66, 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. (F1) Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. |
| 8 | Common | Class A Common Stock | 2023-09-01 | C | A | 10,000 | $0.00 | 10,000 | I See footnote | — | — | (F1) Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. |
| 9 | Derivative | Class B Common Stock | 2023-09-01 | C | D | 10,000 | $0.00 | 3,097,917 | I See footnote | — · — to — | 10,000 Class A Common Stock | (F10) The Form 4 filed on behalf of the Reporting Person on August 16, 2023 incorrectly attributed 28,230 shares of Class B common stock that were held directly by the Reporting Person to the SBH Trust. The Reporting Person direct and indirect holdings have been updated on this Form 4 to correct this. (F1) Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. (F9) 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. |
| 10 | Derivative | Class B Common Stock | 2023-05-31 | G | D | 70,000 | $0.00 | 3,107,917 | I See footnote | — · — to — | 70,000 Class A Common Stock | (F1) Shares held by SBH Trust dated March 10, 2020, of which Reporting Person is Trustee. (F9) 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. |