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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DraftKings Inc. [ DKNG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/15/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/15/2020 | M | 225,000(1) | A | $3.29 | 1,333,050 | D | |||
Class A Common Stock | 07/15/2020 | M | 75,000(1) | A | $0.26 | 1,408,050 | D | |||
Class A Common Stock | 20,168 | I | Held by Robins Grantor Retained Annuity Trust of 2020 | |||||||
Class A Common Stock | 20,567 | I | Held by Jason Robins Revocable Trust u/d/t January 8, 2014 | |||||||
Class A Common Stock | 6,594 | I | Held by Robins Family LLC |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option | $3.29 | 07/15/2020 | M | 225,000(1) | (2) | 04/18/2028 | Class A Common Stock | 225,000 | $0.00 | 683,788 | D | ||||
Employee Stock Option | $0.26 | 07/15/2020 | M | 75,000(1) | (3) | 07/12/2023 | Class A Common Stock | 75,000 | $0.00 | 105,442 | D |
Explanation of Responses: |
1. Represents shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") of DraftKings Inc. exercised by the Reporting Person (the "Exercise"). Such shares of Class A Common Stock received by the Reporting Person in connection with the Exercise are subject to the restrictions set forth in that certain Lock-Up Agreement, dated June 18, 2020, between the Reporting Person and the Underwriters (as defined therein) (the "Lock-Up Agreement") . The Exercise is permitted by the Lock-up Agreement and no shares of Class A Common Stock were sold in connection with the Exercise. |
2. The options were granted on April 18, 2018. 511,195 options have vested and are exercisable and 397,593 options remain unvested. |
3. The options are vested and currently exercisable. |
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 | 07/17/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |