Form 4 for DUOL Duolingo, Inc.
Accepted 2025-01-16 00:00:00 ET · period of report 2025-01-15 · accession 0001562088-25-000011 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-01-16 | 2025-01-15 | DUOL | von Ahn Luis | Pres, CEO, Co-Founder, Dir, 10% | C - Cnv Deriv | $7.48 | +8,000 | 8,000 | New | +$59.8K |
| DM | 2025-01-16 | 2025-01-15 | DUOL | von Ahn Luis | Pres, CEO, Co-Founder, Dir, 10% | S - Sale | $321.00 | -8,000 | 300 | -96% | -$2.57M |
| D | 2025-01-16 | 2025-01-15 | DUOL | von Ahn Luis | Pres, CEO, Co-Founder, Dir, 10% | M - OptEx | $0.00 | -8,000 | 24.0K | -25% | $0 |
| DM | 2025-01-16 | 2025-01-15 | DUOL | von Ahn Luis | Pres, CEO, Co-Founder, Dir, 10% | C - Cnv Deriv | $0.00 | 0 | 3.15M | New | $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 | 2025-01-15 | C | A | 8,000 | $7.48 | 8,000 | D | — | — | |
| 2 | Common | Class A Common Stock | 2025-01-15 | S | D | 300 | $318.29 | 7,700 | D | — | — | (F2) 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 $317.65 to $318.62, 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. |
| 3 | Common | Class A Common Stock | 2025-01-15 | S | D | 800 | $319.36 | 6,900 | D | — | — | (F3) 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 $318.82 to $319.775, 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 | Common | Class A Common Stock | 2025-01-15 | S | D | 2,550 | $320.35 | 4,350 | D | — | — | (F4) 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 $319.87 to $320.83, 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 | Common | Class A Common Stock | 2025-01-15 | S | D | 2,600 | $321.43 | 1,750 | D | — | — | (F5) 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 $320.94 to $321.93, 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 | Common | Class A Common Stock | 2025-01-15 | S | D | 300 | $323.52 | 0 | D | — | — | (F7) 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 $323.25 to $323.70, 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. |
| 7 | Common | Class A Common Stock | 2025-01-15 | S | D | 1,450 | $322.32 | 300 | D | — | — | (F6) 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 $321.95 to $322.74, 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 | Derivative | Stock Option (Right to Buy) | 2025-01-15 | M | D | 8,000 | $0.00 | 24,000 | D | $7.48 · — to 2029-02-14 | 8,000 Class B Common Stock | (F8) The shares subject to the option are fully vested and exercisable. |
| 9 | Derivative | Class B Common Stock | 2025-01-15 | C | A | 8,000 | $0.00 | 3,162,171 | D | — · — to — | 8,000 Class A Common Stock | (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 | 2025-01-15 | C | D | 8,000 | $0.00 | 3,154,171 | D | — · — to — | 8,000 Class A Common Stock | (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. |