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* Dodge R Stanton (Last) (First) (Middle) C/O DRAFTKINGS INC. 222 BERKELEY STREET, 5TH FLOOR (Street) BOSTON MA 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 X Officer (give title below) Other (specify below) Chief Legal Officer
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$2.94	04/23/2020		A		1,814,401		(1)	11/07/2027	Class A Common Stock	1,814,401	(2)	1,814,401	D
Stock Option	$2.94	04/23/2020		A		1,814,401		(3)	11/07/2027	Class A Common Stock	1,814,401	(4)	1,814,401	D
Stock Option	$3.28	04/23/2020		A		90,634		(5)	04/18/2028	Class A Common Stock	90,634	(6)	90,634	D
Stock Option	$3.28	04/23/2020		A		201,578		(7)	05/03/2028	Class A Common Stock	201,578	(8)	201,578	D
Stock Option	$4.69	04/23/2020		A		176,814		(9)	06/04/2029	Class A Common Stock	176,814	(10)	176,814	D
Stock Option	$4.69	04/23/2020		A		88,407		(11)	06/04/2029	Class A Common Stock	88,407	(12)	88,407	D
Restricted Stock Units	(13)	04/23/2020		A		396,333		(14)	(14)	Class A Common Stock	396,333	$0.00(15)	396,333	D
Earnout Rights	(16)	04/23/2020		J(16)		39,029		(16)	04/23/2024	Class A common Stock	39,029	(16)	1	D

Explanation of Responses:

1. The options were granted on November 7, 2017. 1,020,600 options have vested. The remaining options will vest in seven (7) equal quarterly installments beginning May 7, 2020 (pro rata for partial periods).

2. Received pursuant to the Business Combination Agreement, dated as of December 22, 2019, by and among Diamond Eagle Acquisition Corp. ("DEAC"), DraftKings Inc., a Delaware corporation ("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") in exchange for an option to purchase 5,130,819 shares of Former DraftKings common stock.

3. The options were granted on November 7, 2017. The options will vest subject to satisfaction of certain performance thresholds.

4. Received pursuant to the BCA in exchange for an option to purchase 5,130,819 shares of Former DraftKings common stock.

5. The option is vested and currently exercisable.

6. Received pursuant to the BCA in exchange for an option to purchase 256,298 shares of Former DraftKings common stock.

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

8. Received pursuant to the BCA in exchange for an option to purchase 570,031 shares of Former DraftKings common stock.

9. The options were granted on June 4, 2019. 33,152 options have vested. The remaining options will vest in thirteen (13) equal quarterly installments beginning June 1, 2020.

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

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

12. Received pursuant to the BCA in exchange for an option to purchase 250,000 shares of Former DraftKings common stock.

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

14. The restricted stock units were granted on April 22, 2020 and will vest subject to satisfaction of certain performance thresholds.

15. Received pursuant to the BCA in exchange for 1,120,762 restricted stock units of Former DraftKings.

16. On April 23, 2020 (the "Closing Date"), Mr. Dodge received the right to acquire 39,029 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.

	/s/ Faisal Hasan, attorney-in-fact	04/27/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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