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^*

Levin Woodrow

(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
	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)
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		276,183	A	⁽¹⁾	276,183	D
Class A Common Stock	04/23/2020		A		44,204	A	⁽²⁾	44,204	I	Held by Levin Family 2015 Irrevocable Trust
Class A Common Stock	04/23/2020		A		3,093	A	⁽³⁾	3,093	I	Held by OneSix Red, 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	$3.28	04/23/2020		A		64,018		⁽⁴⁾	05/03/2028	Class A Common Stock	64,018	⁽⁵⁾	64,108	D
Stock Option	$4.69	04/23/2020		A		48,856		⁽⁶⁾	06/04/2029	Class A Common Stock	48,856	⁽⁷⁾	48,856	D
Warrant for Common Stock	$11.5⁽⁸⁾	04/23/2020		A		1,693		05/23/2020⁽⁹⁾	04/23/2025⁽⁹⁾	Class A Common Stock	1,693	$0.00⁽¹⁰⁾	1,693	D
Warrant for Common Stock	$11.5⁽⁸⁾	04/23/2020		A		271		05/23/2020⁽⁹⁾	04/23/2025⁽⁹⁾	Class A Common Stock	271	$0.00⁽¹⁰⁾	271	I	Held by Levin Family 2015 Irrevocable Trust
Warrant for Common Stock	$11.5⁽⁸⁾	04/23/2020		A		19		05/23/2020⁽⁹⁾	04/23/2025⁽⁹⁾	Class A Common Stock	19	$0.00⁽¹⁰⁾	19	I	Held by OneSix Red, LLC
Earnout Rights	⁽¹¹⁾	04/23/2020		J⁽¹¹⁾		3,627		⁽¹¹⁾	04/23/2024	Class A Common Stock	3,627	⁽¹¹⁾	3,627	D
Earnout Rights	⁽¹²⁾	04/23/2020		J⁽¹²⁾		412		⁽¹²⁾	04/23/2024	Class A Common Stock	412	⁽¹²⁾	412	I	Held by Levin Family 2015 Irrevocable Trust
Earnout Rights	⁽¹³⁾	04/23/2020		J⁽¹³⁾		29		⁽¹³⁾	04/23/2024	Class A Common Stock	29	⁽¹³⁾	29	I	Held by OneSix Red, LLC

Explanation of Responses:

1. Received in exchange for 781,000 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 125,000 shares of Former DraftKings common stock pursuant to the BCA.

3. Received in exchange for 8,747shares of Former DraftKings common stock pursuant to the BCA.

4. The options were granted on May 3, 2018. 60,817 options have vested, and the remaining options will vest on May 1, 2020.

5. Received pursuant to the BCA in exchange for an option to purchase 181,034 shares of Former DraftKings common stock.

6. The options were granted on June 4, 2019. 22,392 options have vested. The remaining options will vest in thirteen (13) equal monthly installments beginning May 1, 2020.

7. Received pursuant to the BCA in exchange for an option to purchase 138,158 shares of Former DraftKings common stock.

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

9. 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).

10. Received pursuant to the BCA.

11. On April 23, 2020 (the "Closing Date"), Mr. Levin received the right to acquire 3,627 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.

12. On the Closing Date, the Levin Family 2015 Irrevocable Trust received the right to acquire 412 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 11.

13. On the Closing Date, OneSix Red, LLC received the right to acquire 29 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 11.

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