Alphabet Inc.'s Form 4 filing

Duolingo, Inc. (DUOL) · filed Feb 10, 2022

Accession no.: 0000929638-22-000366
Filed: Feb 10, 2022, 4:36 PM ET
Trade date: Nov 4-15, 2021
Filing delay: 98 daysLate
Rule 10b5-1 plan: Not on the form (before 2023)

Original on SEC EDGAR (opens in a new tab)

This filing lists 28 non-derivative transactions and 2 derivative transactions. Open-market sales total $16.9M. It was filed 98 days after the trade, past the 2-business-day deadline.

Reporting owners

A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.

Reporting owners on this filing
Owner	Relationship to the company
Alphabet Inc.CIK 0001652044	10% Owner
CapitalG 2015 LPCIK 0001771167	10% Owner
CapitalG II LPCIK 0001779076	10% Owner
CapitalG 2015 GP LLCCIK 0001779431	10% Owner
CapitalG II GP LLCCIK 0001779462	10% Owner
CapitalG 2014 GP LLCCIK 0001829123	10% Owner
CapitalG 2014 LPCIK 0001829124	10% Owner
Alphabet Holdings LLCCIK 0001847337	10% Owner

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

Non-derivative transactions
Trade date	Security	Transaction	Shares	Price	Value	Shares after	Ownership
Nov 4, 2021	Class A Common Stock	CConversionAcquired	+388,364	–^F1	–	388,364	Indirect
Nov 4, 2021	Class A Common Stock	CConversionAcquired	+323,940	–^F1	–	323,940	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−7,546	$138.30^F6	−$1,043,611.8	380,818	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−6,294	$138.30^F6	−$870,460.2	317,646	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−5,784	$139.30^F7	−$805,711.2	375,034	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−4,825	$139.30^F7	−$672,122.5	312,821	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−12,368	$140.33^F8	−$1,735,601.44	362,666	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−10,316	$140.33^F8	−$1,447,644.28	302,505	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−4,709	$141.28^F9	−$665,287.52	357,957	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−3,927	$141.28^F9	−$554,806.56	298,578	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−2,726	$142.51^F10	−$388,482.26	355,231	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−2,274	$142.51^F10	−$324,067.74	296,304	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−1,854	$143.29^F11	−$265,659.66	353,377	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−1,547	$143.29^F11	−$221,669.63	294,757	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−1,777	$144.74^F12	−$257,202.98	351,600	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−1,483	$144.74^F12	−$214,649.42	293,274	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−15,543	$145.95^F13	−$2,268,500.85	336,057	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−12,965	$145.95^F13	−$1,892,241.75	280,309	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−8,615	$146.55^F14	−$1,262,528.25	327,442	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−7,186	$146.55^F14	−$1,053,108.3	273,123	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−2,019	$147.63^F15	−$298,064.97	325,423	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−1,684	$147.63^F15	−$248,608.92	271,439	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−1,145	$148.64^F16	−$170,192.8	324,278	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−955	$148.64^F16	−$141,951.2	270,484	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−109	$150.16^F17	−$16,367.44	324,169	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−91	$150.16^F17	−$13,664.56	270,393	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−110	$151.01^F18	−$16,611.1	324,059	Indirect
Nov 15, 2021	Class A Common Stock	SSaleDisposed	−90	$151.01^F18	−$13,590.9	270,303	Indirect

Derivative securities (Table II)

Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.

Derivative transactions
Trade date	Security	Transaction	Underlying shares	Unit price	Value	Held after	Ownership	Flags
Nov 4, 2021	Class A Common Stock	CConversionDisposed	−388,364	–^F1	–	945,920	Indirect
Nov 4, 2021	Class A Common Stock	CConversionDisposed	−323,940	–^F1	–	789,001	Indirect

Footnotes and remarks

Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.

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.

Referenced by the price of 2 transactions in Table I and 2 transactions in Table II.

Weighted average sale price for Class A Common Stock sold. Actual sales price for shares sold ranged from $137.88 to $138.84. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission full information regarding the number of shares sold at each separate price with respect to every sale reported in this filing.