SEC Form 4
UNITED STATES SECURITIES AND EXCHANGE COMMISSIONFORM 4

Washington, D.C. 20549

OMB APPROVALSTATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPCheck this box if no longer subject toSection 16. Form 4 or Form 5
obligations may continue. See
Instruction 1(b).

OMB Number:

3235-0287

Estimated average burden
hours per response:

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934or Section 30(h) of the Investment Company Act of 1940

0.5

Check this box to indicate that atransaction was made pursuant to acontract, instruction or written plan forthe purchase or sale of equity
securities of the issuer that is
intended to satisfy the affirmative
defense conditions of Rule 10b5-1(c).
See Instruction 10.

2. Issuer Name and Ticker or Trading Symbol

1. Name and Address of Reporting Person*(Last)(First)5. Relationship of Reporting Person(s) to Issuer(Check all applicable)
Director
10% Owner
Officer (give title
Other (specifybelow)
below)

Duolingo, Inc. [ DUOL ]Chen Stephen C.

3. Date of Earliest Transaction (Month/Day/Year)(Middle)General Counsel

08/30/2024

C/O DUOLINGO, INC.
5900 PENN AVENUE

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check ApplicableLine)(Street)

PITTSBURGH

PA

15206

(City)(State)(Zip)

Form filed by One Reporting Person
Form filed by More than One Reporting
PersonTable I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
2. Transaction
Date(Month/Day/Year)

1. Title of Security (Instr. 3)

2A. Deemed
Execution Date,if any(Month/Day/Year)

3.
Transaction
Code (Instr.
8)

4. Securities Acquired (A) orDisposed Of (D) (Instr. 3, 4 and 5)

CodeAmount(A) or(D)

7,382

AV

5. Amount ofSecurities
Beneficially
Owned Following
ReportedTransaction(s)(Instr. 3 and 4)

6. Ownership
Form: Direct(D) or Indirect(I) (Instr. 4)$14.4255,022

DD$208.5275(2)53,659

D50,486

DPriceClass A Common Stock

08/30/2024

M

Class A Common Stock

08/30/2024

S(1)Class A Common Stock

08/30/2024

S(1)

3,173

D

$209.5397(3)Class A Common Stock

08/30/2024

S(1)

2,815

D

$210.6226(4)47,671

DClass A Common Stock

08/30/2024

S(1)

2,977

D

$211.6242(5)44,694

DClass A Common Stock

08/30/2024

S(1)

D

$212.6943(6)39,017

DClass A Common Stock

08/30/2024

S(1)

D

$213.4167(7)35,558

D

1,363

5,677
3,459

7. Natureof Indirect
Beneficial
Ownership(Instr. 4)

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 ofDerivativeSecurity

3. Transaction
Date(Month/Day/Year)

3A. Deemed
Execution Date,
if any(Month/Day/Year)

4.
Transaction
Code (Instr.
8)

CodeStockOption(Right toBuy)$14.4208/30/2024

MV

5. Numberof
Derivative
Securities
Acquired(A) or
Disposedof (D)(Instr. 3, 4and 5)(A)

6. Date Exercisable andExpiration Date
(Month/Day/Year)

(D)

Date
Exercisable

Expiration
Date

7,382

(8)

03/10/2030

7. Title andAmount of
Securities
Underlying
Derivative Security(Instr. 3 and 4)

Title

Class A
CommonStock

8. Price ofDerivative
Security(Instr. 5)

9. Number ofderivative
SecuritiesBeneficiallyOwned
Following
ReportedTransaction(s)(Instr. 4)

10.
Ownership
Form:
Direct (D)or Indirect(I) (Instr. 4)$09,237

D

11. Natureof Indirect
BeneficialOwnership(Instr. 4)

Amountor
NumberofShares

7,382

Explanation of Responses:
1. The sale was effected pursuant to the Reporting Person's Rule 10b5-1 trading plan adopted on May 31, 2024.
2. 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 $207.97 to $208.88,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 numberof shares sold at each respective price within the range set forth in this footnote.
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 $208.97 to $209.89,
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 numberof 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 $210.11 to $211.10,
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 numberof 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 $211.11 to $212.10,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 numberof 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 $212.12 to $213.04,
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 numberof 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 $213.13 to $214.00,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 numberof shares sold at each respective price within the range set forth in this footnote.
8. The shares subject to the option are fully vested and exercisable.

Remarks:/s/ Stephen C. Chen

09/03/2024** Signature of Reporting Person

DateReminder: 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.