SEC Filing | DraftKings Inc.

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2024

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	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	08/07/2024		G⁽¹⁾		7,860	D	$0	2,486,378⁽²⁾⁽³⁾	I	Held by the Paul Liberman 2015 Revocable Trust
Class A Common Stock	08/09/2024		M		28,309	A	⁽⁴⁾	28,309⁽²⁾	D
Class A Common Stock	08/09/2024		F		13,688	D	$30.34	14,621	D
Class A Common Stock								205,962	I	Held by the Paul Liberman 2020 Trust
Class A Common Stock								213,597	I	Held by the Paul Liberman 2020 Irrevocable Trust
Class A Common Stock								200,000	I	Held by the Rachel Nager Liberman Irrevocable Trust - 2022

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)
Restricted Stock Units	⁽⁴⁾	08/09/2024		M			28,309	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	28,309	$0.00	169,852	D
Stock Options	$0.63							⁽⁶⁾	02/18/2025	Class A Common Stock	74,097		74,097⁽⁷⁾	I	Held by the Paul Liberman 2015 Revocable Trust
Stock Options	$0.63							⁽⁶⁾	02/18/2025	Class A Common Stock	0		0⁽⁷⁾	D
Stock Options	$0.63							⁽⁶⁾	08/27/2025	Class A Common Stock	191,226		191,226⁽⁸⁾	I	Held by the Paul Liberman 2015 Revocable Trust
Stock Options	$0.63							⁽⁶⁾	08/27/2025	Class A Common Stock	0		0⁽⁸⁾	D
Stock Options	$0.63							⁽⁶⁾	03/24/2026	Class A Common Stock	430,547		430,547⁽⁹⁾	I	Held by the Paul Liberman 2015 Revocable Trust
Stock Options	$0.63							⁽⁶⁾	03/24/2026	Class A Common Stock	0		0⁽⁹⁾	D
Stock Options	$3.29							⁽⁶⁾	04/18/2028	Class A Common Stock	89,159		89,159⁽¹⁰⁾	I	Held by the Paul Liberman 2015 Revocable Trust
Stock Options	$3.29							⁽⁶⁾	04/18/2028	Class A Common Stock	0		0⁽¹¹⁾	D
Stock Options	$4.7							⁽⁶⁾	06/04/2029	Class A Common Stock	629,591		629,591⁽¹¹⁾⁽¹²⁾	I	Held by the Paul Liberman 2015 Revocable Trust
Stock Options	$4.7							⁽⁶⁾	06/04/2029	Class A Common Stock	0		0⁽¹¹⁾⁽¹²⁾	D
Stock Options	$0.63							⁽⁶⁾	03/24/2026	Class A Common Stock	53,870		53,870	I	Held by the Paul Liberman 2020 Irrevocable Trust
Stock Options	$3.29							⁽⁶⁾	04/18/2028	Class A Common Stock	184,968		184,968	I	Held by the Paul Liberman 2020 Irrevocable Trust
Stock Options	$4.7							⁽⁶⁾	06/04/2029	Class A Common Stock	56,359		56,359	I	Held by the Paul Liberman 2020 Irrevocable Trust

Explanation of Responses:

1. Represents a bona fide gift of the Issuer's Class A Common Stock to a non-profit organization. There was no purchase or sale of Class A Common Stock in connection with the transfer.

2. Reflects the transfer of 777,832 shares of Class A Common Stock previously reported as directly held by the Reporting Person to the Paul Liberman 2015 Revocable Trust, a revocable trust of which the Reporting Person is the lifetime beneficiary and sole trustee. There was no purchase or sale of shares of Class A Common Stock in connection with the transfer.

3. The reported amount reflects an adjustment to correct previous filings which overreported the Reporting Person's holdings by 1,690 shares of Class A Common Stock.

4. 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 28,309 shares of Class A Common Stock underlying the RSUs listed in Table II, and 13,688 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.

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

6. These options are vested and currently exercisable.

7. Reflects the transfer of 74,097 stock options previously reported as directly held by the Reporting Person to the Paul Liberman 2015 Revocable Trust, a revocable trust of which the Reporting Person is the lifetime beneficiary and sole trustee. There was no purchase or sale of shares of Class A Common Stock or stock options in connection with the transfer.

8. Reflects the transfer of 191,226 stock options previously reported as directly held by the Reporting Person to the Paul Liberman 2015 Revocable Trust, a revocable trust of which the Reporting Person is the lifetime beneficiary and sole trustee. There was no purchase or sale of shares of Class A Common Stock or stock options in connection with the transfer.

9. Reflects the transfer of 430,546 stock options previously reported as directly held by the Reporting Person to the Paul Liberman 2015 Revocable Trust, a revocable trust of which the Reporting Person is the lifetime beneficiary and sole trustee. There was no purchase or sale of shares of Class A Common Stock or stock options in connection with the transfer.

10. Reflects the transfer of 15,757 stock options previously reported as directly held by the Reporting Person to the Paul Liberman 2015 Revocable Trust, a revocable trust of which the Reporting Person is the lifetime beneficiary and sole trustee. There was no purchase or sale of shares of Class A Common Stock or stock options in connection with the transfer.

11. Reflects the transfer of 110,200 stock options previously reported as directly held by the Reporting Person to the Paul Liberman 2015 Revocable Trust, a revocable trust of which the Reporting Person is the lifetime beneficiary and sole trustee. There was no purchase or sale of shares of Class A Common Stock or stock options in connection with the transfer.

12. The reported amount reflects an adjustment to correct previous filings which underreported the Reporting Person's holdings by 82 stock options.

Remarks:

President, Global Technology and Product

	/s/ Faisal Hasan, attorney-in-fact	08/09/2024
	** 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.