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* Moore Ryan R (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		758,544	A	(1)(2)	758,544	I	Held by Accomplice Fund I, L.P.
Class A Common Stock	04/23/2020		A		118,378	A	(3)	118,378	I	Held by Accomplice Management Holdings, LLC
Class A Common Stock	04/23/2020		A		9,198,251	A	(4)	9,198,251	I	Held by Atlas Venture Fund VIII, L.P.
Class A Common Stock	04/23/2020		A		277,403	A	(5)	277,403	I	Held by Accomplice Fund II, L.P.
Class A Common Stock	04/23/2020		A		409,071	A	(6)	409,071	I	Accomplice DK Investors, 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant for Common Stock	$11.5(7)	04/23/2020		A		4,649		05/23/2020(8)	04/23/2025(8)	Class A Common Stock	4,649	$0.00(9)	4,649	I	Held by Accomplice Fund I, L.P.
Warrant for Common Stock	$11.5(7)	04/23/2020		A		1,700		05/23/2020(8)	04/23/2025(8)	Class A Common Stock	1,700	$0.00(9)	1,700	I	Held by Accomplice Fund II, L.P.
Warrant for Common Stock	$11.5(7)	04/23/2020		A		726		05/23/2020(8)	04/23/2025(8)	Class A Common Stock	726	$0.00(9)	726	I	Held by Accomplice Management Holdings, LLC
Warrant for Common Stock	$11.5(7)	04/23/2020		A		56,375		05/23/2020(8)	04/23/2025(8)	Class A Common Stock	56,375	$0.00(9)	56,375	I	Held by Atlas Venture Fund VIII, L.P.
Earnout Rights	(10)(11)	04/23/2020		J(10)(11)		7,072		(10)(11)	04/23/2024	Class A Common Stock	7,072	(10)(11)	1	I	Held by Accomplice Fund I, L.P.
Earnout Rights	(12)	04/23/2020		J(12)		2,586		(12)	04/23/2024	Class A Common Stock	2,586	(12)	1	I	Held by Accomplice Fund II, L.P.
Earnout Rights	(13)	04/23/2020		J(13)		1,104		(13)	04/23/2024	Class A Common Stock	1,104	(13)	1	I	Held by Accomplice Management Holdings, LLC
Earnout Rights	(14)	04/23/2020		J(14)		85,757		(14)	04/23/2024	Class A Common Stock	85,757	(14)	1	I	Held by Atlas Venture Fund VIII, L.P.

Explanation of Responses:

1. Received in exchange for 1,507,276 shares of common stock of DraftKings Inc., a Delaware corporation ("Former DraftKings"), and 453,943 shares of Former DraftKings Series E-1 Preferred Stock pre-conversion per its terms, 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 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. The shares are held directly by Accomplice Fund I, L.P. ("ACC I"). Accomplice Associates I, LLC ("ACC Assoc I") is the sole general partner of ACC I. Mr. Moore is a Managing Member of ACC Assoc I. Mr. Moore disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Received in exchange for 300,952 shares of Former DraftKings common stock and 24,060 shares of Former DraftKings Series E-1 Preferred Stock pre-conversion per its terms pursuant to the BCA. The shares are held directly by Accomplice Management Holdings ("ACC Holdings"). Mr. Moore is a Class A Member of ACC Holdings. Mr. Moore disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. Received in exchange for 26,011,093 shares of Former DraftKings common stock pursuant to the BCA. The shares are held directly by Atlas Venture Fund VIII, L.P. ("Atlas VIII"). Atlas Associates VIII, L.P. ("Atlas Assoc VIII LP") is the sole general partner of Atlas VIII. Atlas Venture Associates VIII, Inc. is the sole general partner of Atlas Assoc VIII LP. Mr. Moore disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. Received in exchange for 784,449 shares of Former DraftKings Series F Preferred Stock pursuant to the BCA. The shares are held directly by Accomplice Fund II, L.P. ("ACC II"). Accomplice Associates II, LLC ("ACC Assoc II") is the sole general partner of ACC II. Mr. Moore is a Managing Member of ACC Assoc II. Mr. Moore disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

6. Received in exchange for $4.1 million in outstanding principal and accrued interest on its investment in convertible promissory notes of Former DraftKings that converted into shares of Class A Common Stock upon closing of the business combination. The shares are held directly by Accomplice DK Investors, LLC ("ACC DK Investors"). Accomplice Management, LLC ("ACC Management") is the Manager of ACC DK Investors. Mr. Moore is a Managing Member of ACC Management. Mr. Moore disclaims Section 16 beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

7. Each warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. The warrants are held directly by ACC I, ACC II, ACC Holdings and Atlas VIII. Mr. Moore disclaims Section 16 beneficial ownership of all warrants except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such warrants for purposes of Section 16 or for any other purpose.

8. 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). The warrants are held directly by ACC I, ACC II, ACC Holdings and Atlas VIII. Mr. Moore disclaims Section 16 beneficial ownership of all warrants except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such warrants for purposes of Section 16 or for any other purpose.

9. Received pursuant to the BCA. The warrants are held directly by ACC I, ACC II, ACC Holdings and Atlas VIII. Mr. Moore disclaims Section 16 beneficial ownership of all warrants except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such warrants for purposes of Section 16 or for any other purpose.

10. On April 23, 2020 (the "Closing Date"), ACC I received the right to acquire 7,072 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.

11. Mr. Moore disclaims Section 16 beneficial ownership of all securities issuable upon release of the escrow except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

12. On the Closing Date, ACC II received the right to acquire 2,586 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 10. Mr. Moore disclaims Section 16 beneficial ownership of all securities issuable upon release of the escrow except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

13. On the Closing Date, ACC Holdings received the right to acquire 1,104 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 10. Mr. Moore disclaims Section 16 beneficial ownership of all securities issuable upon release of the escrow except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

14. On the Closing Date, Atlas VIII received the right to acquire 85,757 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 10. Mr. Moore disclaims Section 16 beneficial ownership of all securities issuable upon release of the escrow except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Frank Castellucci	04/27/2020
	** Signature of Reporting Person	Date
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