| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/10/2019 |
3. Issuer Name and Ticker or Trading Symbol
Diamond Eagle Acquisition Corp. \ DE [ DEAC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock | (1) | (1) | Class A Common Stock | 5,131,875 | (1) | D(2) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of Class B common stock are convertible for shares of the Issuer's Class A common stock as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-230815) (the "Registration Statement") and have no expiration date. The shares of Class B common stock beneficially owned by the Reporting Persons include up to 669,375 shares of Class B common stock subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement. |
| 2. Eagle Equity Partners, LLC is the record holder of the securities reported herein. Eli Baker and Jeffrey Sagansky are the members and managers of Eagle Equity Partners, LLC and share voting and investment discretion with respect to the securities held of record by Eagle Equity Partners, LLC. |
| Remarks: |
| See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney. |
| /s/ Daniel Nussen, Attorney-in-Fact for Eagle Equity Partners, LLC | 05/10/2019 | |
| /s/ Daniel Nussen, Attorney-in-Fact for Eli Baker | 05/10/2019 | |
| /s/ Daniel Nussen, Attorney-in-Fact for Jeffrey Sagansky | 05/10/2019 | |
| ** 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 5 (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. | ||
Exhibit 24.1
POWER OF ATTORNEY
The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen, Yael Steiner and Audrey Bae, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign any and all SEC statements of beneficial ownership of securities of Diamond Eagle Acquisition Corp. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.
The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file Schedule 13Ds and Forms 3, 4 and 5 with the SEC.
| Dated: May 9, 2019 | EAGLE EQUITY PARTNERS, LLC | ||
| By: | /s/ Jeff Sagansky | ||
| Name: | Jeff Sagansky | ||
| Title: | CEO | ||
Exhibit 24.2
POWER OF ATTORNEY
The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen, Yael Steiner and Audrey Bae, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign any and all SEC statements of beneficial ownership of securities of Diamond Eagle Acquisition Corp. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.
The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file Schedule 13Ds and Forms 3, 4 and 5 with the SEC.
Dated: May 7, 2019
| /s/ Eli Baker | ||
Eli Baker |
Exhibit 24.3
POWER OF ATTORNEY
The undersigned constitutes and appoints Joel Rubinstein, Daniel Nussen, Yael Steiner and Audrey Bae, or any of them acting singly, as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign any and all SEC statements of beneficial ownership of securities of Diamond Eagle Acquisition Corp. (the “Company”) on Schedule 13D as required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange Act of 1934, as amended, and any amendments thereto, and to file the same with all exhibits thereto, and other documents in connection therewith, with the SEC, the Company and any stock exchange on which any of the Company’s securities are listed, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each act and thing requisite and necessary to be done under said Section 13 and Section 16(a), as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned revokes such authorization by written instructions to the attorneys-in-fact.
The authority granted hereby shall in no event be deemed to impose or create any duty on behalf of the attorneys-in-fact with respect to the undersigned’s obligations to file Schedule 13Ds and Forms 3, 4 and 5 with the SEC.
Dated: May 10, 2019
| /s/ Jeffrey Sagansky | ||
Jeffrey Sagansky |
Exhibit 99.1
Joint Filer Information
| Name of Joint Filer: | Diamond Eagle Acquisition Corp. |
| Address of Joint Filer: | c/o Diamond Eagle Acquisition Corp. |
| 2121 Avenue of the Stars, Suite 2300 | |
| Los Angeles, California 90067 | |
| Relationship of Joint Filer to Issuer: | 10% Owner |
| Issuer Name and Ticker or Trading Symbol: | Diamond Eagle Acquisition Corp. [DEAC] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 05/10/2019 |
| Name of Joint Filer: | Eli Baker |
| Address of Joint Filer: | c/o Diamond Eagle Acquisition Corp. |
| 2121 Avenue of the Stars, Suite 2300 | |
| Los Angeles, California 90067 | |
| Relationship of Joint Filer to Issuer: | 10% Owner, Officer |
| Issuer Name and Ticker or Trading Symbol: | Diamond Eagle Acquisition Corp. [DEAC] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 05/10/2019 |
| Name of Joint Filer: | Jeffrey Sagansky |
| Address of Joint Filer: | c/o Diamond Eagle Acquisition Corp. |
| 2121 Avenue of the Stars, Suite 2300 | |
| Los Angeles, California 90067 | |
| Relationship of Joint Filer to Issuer: | 10% Owner, Officer, Director |
| Issuer Name and Ticker or Trading Symbol: | Diamond Eagle Acquisition Corp. [DEAC] |
| Date of Event Requiring Statement: | |
| (Month/Day/Year): | 05/10/2019 |