SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Salter John S.

(Last) (First) (Middle)
C/O DRAFTKINGS INC.
222 BERKELEY STREET, 5TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DraftKings Inc. [ DKNG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/25/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/25/2021 S 12,637 D $60.03(1) 16,743,300 I See footnote(2)
Class A Common Stock 08/25/2021 J 4,446,336 D (3) 12,296,964 I See footnote(3)
Class A Common Stock 08/26/2021 S 77,052 D $60.12(4) 12,219,912 I See footnote(5)
Class A Common Stock 08/27/2021 S 31,227 D $60(6) 12,188,685 I See footnote(5)
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 of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This price is a weighted average price. These shares (the "Shares") of Class A Common Stock of DraftKings Inc. were sold in multiple transactions at prices ranging from $60.00 to $60.14, inclusive. The reporting person undertakes to provide Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the ranges set forth in this explanatory note.
2. These Shares were sold by The Raine Group LLC pursuant to a plan of distribution (each such plan referenced herein, a "Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended ("Rule 10b5-1"), that it adopted on May 21, 2021. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the Shares for purposes of Section 16 or for any other purpose.
3. On March 19, 2021, each of RPII DK LLC (the "LLC") and Raine Partners II LP ("Raine Partners II") adopted a Plan. On August 25, 2021, the LLC distributed pursuant to its Plan 5,525,289 Shares to Raine Partners II, its sole member, for no consideration. On the same date, Raine Partners II distributed pursuant to its Plan 4,446,336 Shares to its unaffiliated partners, pro rata in accordance with their respective interests in Raine Partners II for no consideration, and 1,078,953 Shares to Raine Associates II LP ("Raine Associates") for no consideration.
4. This price is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $60.00 to $60.32, inclusive. The reporting person undertakes to provide Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the ranges set forth in this explanatory note.
5. These shares were sold by Raine Associates pursuant to a Plan it adopted on May 25, 2021. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the Shares for purposes of Section 16 or for any other purpose.
6. This price is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $60.00 to $60.03, inclusive. The reporting person undertakes to provide Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the ranges set forth in this explanatory note.
By: /s/ Faisal Hasan, attorney-in-fact 08/27/2021
** Signature of Reporting Person Date
Reminder: 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).
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