SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
SLOAN HARRY

(Last) (First) (Middle)
C/O DRAFTKINGS INC.
222 BERKELEY STREET, 5TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/23/2020
3. Issuer Name and Ticker or Trading Symbol
DraftKings Inc. [ DKNG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 4,397,683(1)(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Private Placement Warrants (3) (3) Class A Common Stock 929,099 (3) D
Explanation of Responses:
1. In connection with the consummation of Diamond Eagle Acquisition Corp.'s ("DEAC") initial business combination on April 23, 2020 (the "business combination"), each outstanding share of DEAC Class B common stock, par value $0.0001 per share, including each share reported on this Form 3, was converted into one share of DEAC's Class A common stock, par value $0.0001 ("DEAC Class A common stock"). Immediately thereafter, each share of outstanding DEAC Class A common stock was exchanged on a one-for-one basis, into shares of Class A common stock, par value $0.0001 per share, of DraftKings Inc. ("Issuer Class A common stock").
2. In addition, in connection with the closing of the business combination, 2,608,065 shares of Issuer Class A common stock reported on this Form 3 were placed in escrow pursuant to the terms of the escrow earnout agreement (the "Escrow Earnout Agreement") that was entered into on April 23, 2020, by and among the Issuer, Eagle Equity Partners, LLC, Jeff Sagansky, Eli Baker, the Reporting Person and the other parties thereto.
3. The warrants will become exercisable on May 23, 2020 and will expire on April 23, 2025. Each warrant is exercisable for one share of the Issuer's Class A common stock at $11.50 per share
Remarks:
See Exhibit 24 - Power of Attorney
/s/ Faisal Hasan, attorney-in-fact 04/27/2020
** 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 5 (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.
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