SEC Filing | DraftKings Inc.

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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^*

Liberman Paul

(Last)

(First)

(Middle)

C/O DRAFTKINGS INC.

222 BERKELEY STREET, 5TH FLOOR

(Street)

BOSTON

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
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/09/2023		M		2,518⁽¹⁾	A	$4.7	1,765,267	D
Class A Common Stock	11/09/2023		M		28,308	A	⁽²⁾	1,793,575	D
Class A Common Stock	11/09/2023		F		13,687	D	$34.81	1,779,888	D
Class A Common Stock	11/10/2023		M		276	A	⁽³⁾	1,780,164	D
Class A Common Stock	11/10/2023		F		108	D	$29.57	1,780,056	D
Class A Common Stock	11/10/2023		M		2,818	A	⁽³⁾	1,196,734	I	Held by the Paul Liberman 2015 Revocable Trust
Class A Common Stock	11/10/2023		F		1,096	D	$29.57	1,195,638	I	Held by the Paul Liberman 2015 Revocable Trust
Class A Common Stock	11/10/2023		M		3,698	A	⁽³⁾	276,055	I	Held by the Paul Liberman 2020 Trust
Class A Common Stock	11/10/2023		F		1,438	D	$29.57	274,617	I	Held by the Paul Liberman 2020 Trust
Class A Common Stock								13,597	I	Held by the Liberman Grantor Retained Annuity Trust of 2020
Class A Common Stock								200,000	I	Held by the Rachel Nager Liberman 2015 Revocable Trust
Class A Common Stock								200,000	I	Held by the Paul Liberman 2020 Irrevocable Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$4.7	11/09/2023		M			2,518	⁽⁴⁾	06/04/2029	Class A Common Stock	2,518	$0.00	110,118	D
Restricted Stock Units	⁽²⁾	11/09/2023		M			28,308	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	28,308	$0.00	254,779	D
Warrants for Common Stock	$11.5⁽⁶⁾	11/10/2023		M			276	05/23/2020	04/23/2025	Class A Common Stock	276	$0.00	0	D
Warrants for Common Stock	$11.5⁽⁶⁾	11/10/2023		M			2,818	05/23/2020	04/23/2025	Class A Common Stock	2,818	$0.00	0	I	Held by the Paul Liberman 2015 Revocable Trust
Warrants for Common Stock	$11.5⁽⁶⁾	11/10/2023		M			3,698	05/23/2020	04/23/2025	Class A Common Stock	3,698	$0.00	0	I	Held by the Paul Liberman 2020 Trust

Explanation of Responses:

1. The Reporting Person acquired shares of Class A Common Stock of the Issuer after the exercise of stock options in an exercise-and-hold transaction, and paid the aggregate exercise price and the tax withholdings in cash.

2. No shares of Class A Common Stock were transferred or sold upon the vesting of the restricted stock units ("RSUs") other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 28,308 shares of Class A Common Stock underlying the RSU listed in Table II, and 13,687 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.

3. The Reporting Person acquired shares of Class A Common Stock of the Issuer after the exchange of warrants for common stock for $11.50 per share on a cashless basis in a private transaction entered into between the Reporting Person and the Issuer. The Reporting Person received the net of 6,792 shares of Class A Common Stock underlying the warrants for common stock listed in Table II, and 2,642 shares of Class A Common Stock withheld by the issuer in consideration of the exercise of the warrants for common stock.

4. These stock options were granted on June 4, 2019. As of the date hereof, all these stock options are vested and currently exercisable. On March 3, 2023, the Reporting Person's options were reported on a disaggregated basis, excluding 110,200 options from the Reporting Person's beneficial holdings on Column 9 previously reported on May 9, 2022. The number of options in Column 9 now reflects the aggregated beneficial holdings of the Reporting Person.

5. On February 9, 2022, the Reporting Person was granted 452,940 RSUs vesting quarterly over four (4) years.

6. Each warrant to purchase Class A Common Stock is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share.

Remarks:

President, Global Technology and Product

	/s/ Faisal Hasan, attorney-in-fact	11/13/2023
	** 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).
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.