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* MURRAY STEVEN JOSEPH (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) X Director 10% Owner Officer (give title below) Other (specify below)
	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
Class A Common Stock	04/23/2020		A		7,720,263	A	(1)	7,720,263	I	Held by Revolution Growth III, LP(2)

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
Warrant for Common Stock	$11.5(3)	04/23/2020		A		47,317		05/23/2020(4)	04/23/2025(4)	Class A Common Stock	47,317	$0.00(5)	47,317	I	Held by Revolution Growth III, LP(2)
Earnout Rights	(6)	04/23/2020		J(6)		71,977		(6)	04/23/2024	Class A Common Stock	71,977	(6)	1	I	Held by Revolution Growth III, LP(2)

Explanation of Responses:

1. Received in exchange for 14,720,556 shares of common stock of DraftKings Inc., a Delaware corporation ("Former DraftKings"), 2,269,718 shares of Former DraftKings Series E-1 Preferred Stock pre-conversion per its terms, and 3,922,245 shares of Former DraftKings Series F Preferred Stock, in each case, 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 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. The reporting person is the operating manager of the ultimate general partner of Revolution Growth III, LP and may be deemed to have voting and dispositive power with respect to the securities held by Revolution Growth III, LP. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

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

4. 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).

5. Received pursuant to the BCA.

6. On April 23, 2020 (the "Closing Date"), Revolution Growth III, LP received the right to acquire 71,977 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
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