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^*

Robins Jason

(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)
04/23/2020

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)
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	04/23/2020		A		586,696	A	⁽¹⁾	586,696	D
Class A Common Stock	04/23/2020		A		20,377	A	⁽²⁾	20,377	I	Held by Jason Robins Revocable Trust u/d/t January 8, 2014
Class A Common Stock	04/23/2020		A		707,256	A	⁽³⁾	707,256	I	Held by Robins Family Trust LLC

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	$0.26	04/23/2020		A		530,442		⁽⁴⁾	07/12/2023	Class A Common Stock	530,442	⁽⁵⁾	530,442	D
Stock Option	$0.63	04/23/2020		A		61,884		⁽⁴⁾	09/22/2024	Class A Common Stock	61,884	⁽⁶⁾	61,884	D
Stock Option	$0.63	04/23/2020		A		79,567		⁽⁴⁾	09/22/2024	Class A Common Stock	79,567	⁽⁷⁾	79,567	I	Held by Robins Grantor Retained Annuity Trust of 2020
Stock Option	$0.63	04/23/2020		A		83,977		⁽⁴⁾	02/18/2025	Class A Common Stock	83,977	⁽⁸⁾	83,977	D
Stock Option	$0.63	04/23/2020		A		506,947		⁽⁴⁾	02/18/2025	Class A Common Stock	506,947	⁽⁹⁾	506,947	I	Held by Robins Grantor Retained Annuity Trust of 2020
Stock Option	$0.63	04/23/2020		A		5,593		⁽⁴⁾	08/27/2025	Class A Common Stock	5,593	⁽¹⁰⁾	5,593	D
Stock Option	$0.63	04/23/2020		A		289,813		⁽⁴⁾	08/27/2025	Class A Common Stock	289,813	⁽¹¹⁾	289,813	I	Held by Robins Grantor Retained Annuity Trust of 2020
Stock Option	$0.63	04/23/2020		A		390,387		⁽⁴⁾	03/24/2026	Class A Common Stock	390,387	⁽¹²⁾	390,387	D
Stock Option	$0.63	04/23/2020		A		1,286,925		⁽⁴⁾	03/24/2026	Class A Common Stock	1,286,925	⁽¹³⁾	1,286,925	I	Held by Robins Grantor Retained Annuity Trust of 2020
Stock Option	$3.82	04/23/2020		A		892,200		⁽¹⁴⁾	05/03/2027	Class A Common Stock	892,200	⁽¹⁵⁾	892,200	D
Stock Option	$3.28	04/23/2020		A		908,789		⁽¹⁶⁾	04/18/2028	Class A Common Stock	908,789	⁽¹⁷⁾	908,789	D
Stock Option	$3.28	04/23/2020		A		462,420		⁽⁴⁾	04/18/2028	Class A Common Stock	462,420	⁽¹⁸⁾	462,420	D
Stock Option	$3.28	04/23/2020		A		7,559,216		⁽¹⁹⁾	05/03/2028	Class A Common Stock	7,559,216	⁽²⁰⁾	7,559,216	D
Stock Option	$4.7	04/23/2020		A		1,119,825		⁽²¹⁾	06/04/2029	Class A Common Stock	1,119,825	⁽²²⁾	1,119,825	D
Stock Option	$4.7	04/23/2020		A		559,913		⁽²³⁾	06/04/2029	Class A Common Stock	559,913	⁽²⁴⁾	559,913	D
Restricted Stock Units	⁽²⁵⁾	04/23/2020		A		5,221,221		⁽²⁶⁾	⁽²⁶⁾	Class A Common Stock	5,221,221	$0.00⁽²⁷⁾	5,221,221	D
Warrant for Common Stock	$11.5⁽²⁸⁾	04/23/2020		A		3,610		05/23/2020⁽²⁹⁾	04/23/2025⁽²⁹⁾	Class A Common Stock	3,610	$0.00⁽³⁰⁾	3,610	D
Warrant for Common Stock	$11.5⁽²⁸⁾	04/23/2020		A		125		05/23/2020⁽²⁹⁾	04/23/2025⁽²⁹⁾	Class A Common Stock	125	$0.00⁽³⁰⁾	125	I	Held by Jason Robins Revocable Trust u/d/t January 8, 2014
Warrant for Common Stock	$11.5⁽²⁸⁾	04/23/2020		A		4,335		05/23/2020⁽²⁹⁾	04/23/2025⁽²⁹⁾	Class A Common Stock	4,335	$0.00⁽³⁰⁾	4,335	I	Held by Robins Family Trust LLC
Earnout Rights	⁽³¹⁾	04/23/2020		J⁽³¹⁾		171,354		⁽³¹⁾	04/23/2024	Class A Common Stock	171,354	⁽³¹⁾	1	D
Earnout Rights	⁽³²⁾	04/23/2020		J⁽³²⁾		190		⁽³²⁾	04/23/2024	Class A Common Stock	190	⁽³²⁾	1	I	Held by Jason Robins Revocable Trust u/d/t January 8, 2014
Earnout Rights	⁽³³⁾	04/23/2020		J⁽³³⁾		6,594		⁽³³⁾	04/23/2024	Class A Common Stock	6,594	⁽³³⁾	1	I	Held by Robins Family Trust LLC
Earnout Rights	⁽³⁴⁾	04/23/2020		J⁽³⁴⁾		20,168		⁽³⁴⁾	04/23/2024	Class A Common Stock	20,168	⁽³⁴⁾	1	I	Held by Robins Grantor Retained Annuity Trust of 2020

Explanation of Responses:

1. Received in exchange for 1,659,078 shares of common stock of DraftKings Inc., a Delaware corporation ("Former DraftKings"), pursuant to the Business Combination Agreement, dated as of December 22, 2019, by and among Diamond Eagle Acquisition Corp. ("DEAC"), Former DraftKings, SBTech (Global) Limited, a company limited by shares incorporated in Gibraltar and continued as a company under the Isle of Man Companies Act 2006 ("SBT"), the shareholders of SBT ("SBT Sellers"), Shalom Meckenzie, in his capacity as the SBT Sellers' representative, DEAC NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of DEAC (and upon consummation of the business combination, the surviving "Issuer" as renamed "DraftKings Inc."), and DEAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of DEAC (as amended by Amendment No. 1, dated as of April 7, 2020, the "BCA").

2. Received in exchange for 18,400 shares of Former DraftKings common stock and 39,222 shares of Former DraftKings Series F Preferred Stock pursuant to the BCA.

3. Received in exchange for 2,000,000 shares of Former DraftKings common stock pursuant to the BCA.

4. The options are vested and currently exercisable.

5. Received pursuant to the BCA in exchange for an option to purchase 1,500,000 shares of Former DraftKings common stock.

6. Received pursuant to the BCA in exchange for an option to purchase 175,000 shares of Former DraftKings common stock.

7. Received pursuant to the BCA in exchange for an option to purchase 225,000 shares of Former DraftKings common stock.

8. Received pursuant to the BCA in exchange for an option to purchase 237,474 shares of Former DraftKings common stock.

9. Received pursuant to the BCA in exchange for an option to purchase 1,433,558 shares of Former DraftKings common stock.

10. Received pursuant to the BCA in exchange for an option to purchase 15,818 shares of Former DraftKings common stock.

11. Received pursuant to the BCA in exchange for an option to purchase 819,540 shares of Former DraftKings common stock.

12. Received pursuant to the BCA in exchange for an option to purchase 1,103,950 shares of Former DraftKings common stock.

13. Received pursuant to the BCA in exchange for an option to purchase 3,639,205 shares of Former DraftKings common stock.

14. The options were granted on May 3, 2017. 669,149 options have vested. The remaining options will vest in four (4) equal quarterly installments beginning on June 1, 2020.

15. Received pursuant to the BCA in exchange for an option to purchase 2,522,989 shares of Former DraftKings common stock.

16. The options were granted on April 18, 2018. 454,395 options have vested. The remaining 454,395 options will vest in eight (8) equal quarterly installments beginning on July 1, 2020.

17. Received pursuant to the BCA in exchange for an option to purchase 2,569,902 shares of Former DraftKings common stock.

18. Received pursuant to the BCA in exchange for an option to purchase 1,307,645 shares of Former DraftKings common stock.

19. The options were granted on May 3, 2018 and will vest subject to satisfaction of certain performance thresholds.

20. Received pursuant to the BCA in exchange for an option to purchase 21,376,180 shares of Former DraftKings common stock.

21. The options were granted on June 4, 2019. 209,967 options have vested. The remaining options will vest in thirteen (13) equal quarterly installments beginning on June 1, 2020.

22. Received pursuant to the BCA in exchange for an option to purchase 3,166,675 shares of Former DraftKings common stock.

23. The options were granted on June 4, 2019 and will vest subject to satisfaction of certain performance thresholds.

24. Received pursuant to the BCA in exchange for an option to purchase 1,583,338 shares of Former DraftKings common stock.

25. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

26. The restricted stock units were granted on February 13, 2020 and will vest subject to satisfaction of certain performance thresholds.

27. Received pursuant to the BCA in exchange for 14,764,628 restricted stock units of Former DraftKings.

28. Each warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment.

29. Each warrant becomes exercisable 30 days after the completion of the business combination and expires five years after the completion of the business combination or earlier upon redemption or liquidation, as described under the heading "Description of New DraftKings Securities - Warrants" in the Registration Statement on Form S-4 (File No. 333-235805).

30. Received pursuant to the BCA.

31. On April 23, 2020 (the "Closing Date"), Mr. Robins received the right to acquire 171,354 shares of the Issuer's Class A Common Stock pursuant to the BCA, (i) one-third of which will be released from escrow if (a) the volume weighted average share price of Class A Common Stock for at least 20 of any 30 consecutive trading days following the Closing Date (the "VWAP") is at least $12.50 or (b) the Issuer consummates a transaction resulting in its stockholders being able to exchange their shares for cash, securities or other property with a per share value ("Qualifying Value") of at least $12.50; (ii) one-third if (a) the VWAP is at least $14.00 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $14.00; and (iii) one-third if (a) the VWAP is at least $16.00 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $16.00. Any shares not eligible to be released within 4 years of the Closing Date will be forfeited and canceled.

32. On the Closing Date, Jason Robins Revocable Trust u/d/t January 8, 2014 received the right to acquire 190 shares of the Issuer's Class A Common Stock, pursuant to the BCA, which are currently being held in escrow and which will be released upon the occurrence of the events described in footnote 31.

33. On the Closing Date, Robins Family Trust LLC received the right to acquire 6,594 shares of the Issuer's Class A Common Stock, pursuant to the BCA, which are currently being held in escrow and which will be released upon the occurrence of the events described in footnote 31.

34. On the Closing Date, the Robins Grantor Retained Annuity Trust of 2020 received the right to acquire 20,168 shares of the Issuer's Class A Common Stock, pursuant to the BCA, which are currently being held in escrow and which will be released upon the occurrence of the events described in footnote 31.

Remarks:

Chief Executive Officer and Chairman of the Board. In addition, Jason Robins is the sole holder of 393,013,951 shares of Class B Common Stock of the Issuer, which are not registered securities.

	/s/ Faisal Hasan, attorney-in-fact	04/27/2020
	** Signature of Reporting Person	Date
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