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*
Robins Jason

(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
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2020
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 08/12/2020 M 150,000(1) A $3.29 1,558,050 D
Class A Common Stock 08/12/2020 M 37,500(1) A $0.26 1,595,550 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)
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
Restricted Stock Units (2) 08/11/2020 A 185,396 (3) (3) Class A Common Stock 185,396 $0.00 185,396 D
Employee Stock Option $3.29 08/12/2020 M 150,000(1) (4) 04/18/2028 Class A Common Stock 150,000 $0.00 533,788 D
Employee Stock Option $0.26 08/12/2020 M 37,500(1) (5) 07/12/2023 Class A Common Stock 37,500 $0.00 67,942 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. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
3. The restricted stock units were granted on August 11, 2020 and vest quarterly over 4 years from April 23, 2020, with the vesting of the first tranche occurring on September 12, 2020.
4. The options were granted on April 18, 2018. Of the remaining derivative securities following this transaction, 136,195 options have vested and are exercisable and 397,593 options remain unvested.
5. 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 08/13/2020
** 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).
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