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Chen Stephen C.'s Form 4/A amendment

Amended

Duolingo, Inc. (DUOL) · filed Feb 24, 2022

Accession no.
0001562088-22-000020
Filed
Feb 24, 2022
Trade date
Feb 15, 2022
Filing delay
9 days
Rule 10b5-1 plan
Not on the form (before 2023)
Original filed
Feb 17, 2022

This filing lists 6 non-derivative transactions. Open-market sales total $9.51K. It was filed 9 days after the trade.

This amendment replaces 0001562088-22-000018 (filed Feb 17, 2022).

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
OwnerRelationship to the company
Chen Stephen C.CIK 0001869758Officer (General Counsel)

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 dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Feb 15, 2022Class A Common StockSSaleDisposed−14$96.24F2,F3−$1,347.364,477Direct
Feb 15, 2022Class A Common StockSSaleDisposed−27$97.10F3,F5−$2,621.74,450Direct
Feb 15, 2022Class A Common StockSSaleDisposed−17$97.75F3,F6−$1,661.754,433Direct
Feb 15, 2022Class A Common StockSSaleDisposed−20$99.03F3,F7−$1,980.64,413Direct
Feb 15, 2022Class A Common StockSSaleDisposed−18$99.79F3,F8−$1,796.224,395Direct
Feb 15, 2022Class A Common StockSSaleDisposed−1$100.96F3,F9−$100.964,394Direct

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.

F1

Shares were sold solely to satisfy tax withholding obligations in connection with the vesting of restricted stock unit ("RSUs") and delivery of shares.

F2

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $95.49 to $96.42, 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.

Referenced by the price of 1 transaction in Table I.

F3

The original Form 4 filed by the Reporting Person on 2/17/2022 incorrectly reflected 97 shares sold at a single price point. This Form 4/A corrects the aforementioned error by providing the weighted average sale price and price range. Except as noted in this footnote, all other information as disclosed in the Reporting Person's original Form 4 was accurately reported.

Referenced by the price of 6 transactions in Table I.

F4

Includes 3,484 RSUs.

F5

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $96.50 to $97.47, 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.

Referenced by the price of 1 transaction in Table I.

F6

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $97.50 to $98.46, 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.

Referenced by the price of 1 transaction in Table I.

F7

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $98.51 to $99.50, 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.

Referenced by the price of 1 transaction in Table I.

F8

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $99.52 to $100.40, 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.

Referenced by the price of 1 transaction in Table I.

F9

The price reported in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $100.92 to $101.00, 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 number of shares sold at each respective price within the range set forth in this footnote.

Referenced by the price of 1 transaction in Table I.

Read the full filing on SEC EDGAR (opens in a new tab)