| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Diamond Eagle Acquisition Corp. \ DE [ DEAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Class B Common Stock | (1) | 05/10/2019 | J(1) | 31,875 | (2) | (2) | Class A Common Stock | 31,875 | $0 | 5,100,000 | D(3) | ||||
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. On May 10, 2019, Eagle Equity Partners, LLC forfeited at no cost 31,875 shares of Class B common stock of the Issuer in connection with the election by the underwriters of the Issuer's initial public offering of units to exercise an option granted to them to cover over-allotments in part and not in full. |
| 2. 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. |
| 3. 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. |
| /s/ Daniel Nussen, Attorney-in-Fact for Eagle Equity Partners, LLC | 05/13/2019 | |
| /s/ Daniel Nussen, Attorney-in-Fact for Eli Baker | 05/13/2019 | |
| /s/ Daniel Nussen, Attorney-in-Fact for Jeffrey Sagansky | 05/13/2019 | |
| ** 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 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. | ||
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 |