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). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
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) 11/03/2023 | ||||||||||||||||||||||||||
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 | 11/03/2023 | M | 3,202(1) | A | $3.29 | 2,823,384 | D | |||
Class A Common Stock | 11/03/2023 | S(2) | 3,202 | D | $34.2(3) | 2,820,182 | D | |||
Class A Common Stock | 11/06/2023 | M | 105,660(1) | A | $3.29 | 2,925,842 | D | |||
Class A Common Stock | 11/06/2023 | S(2) | 105,660 | D | $34.26(4) | 2,820,182 | D | |||
Class A Common Stock | 0(5) | I | Held by Matthew P. Kalish 2020 Trust | |||||||
Class A Common Stock | 196,279 | I | Held by Kalish Family 2020 Irrevocable Trusts |
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 | ||||||||
Stock Option | $3.29 | 11/03/2023 | M | 3,202 | (6) | 05/03/2028 | Class A Common Stock | 3,202 | $0.00 | 1,239,221 | D | ||||
Stock Option | $3.29 | 11/06/2023 | M | 105,660 | (6) | 05/03/2028 | Class A Common Stock | 105,660 | $0.00 | 1,133,561 | D |
Explanation of Responses: |
1. The Reporting Person acquired shares of Class A Common Stock of the Issuer after the exercise of stock options in an exercise-and-hold transaction, and paid the aggregate exercise price in cash. |
2. The reported sale was made pursuant to a pre-arranged program for selling shares of Class A Common Stock adopted on February 23, 2023 pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.20 to $34.21, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 3 and 4 to this Form 4. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.20 to $34.41, inclusive. See the last sentence of footnote 3 to this Form 4. |
5. As of October 31, 2023, Chester Kalish no longer serves as Investment Advisor of the Matthew P. Kalish 2020 Trust (the "Trust") and IQ EQ Trust Company, U.S., LLC (the "Successor Investment Advisor") was appointed successor Investment Advisor of the Trust (the "Change in Investment Advisor"). Because Successor Investment Advisor now serves as Investment Advisor of the Trust, Matthew Kalish is no longer a reporting person for the shares held by the Trust. No consideration was paid in connection with the Change in Investment Advisor and, accordingly, the Trust continues to beneficially own the shares following the Change in Investment Advisor. |
6. These stock options were granted on May 3, 2018. As of the date hereof, all such remaining stock options have vested. |
Remarks: |
President - DraftKings, North America |
/s/ Faisal Hasan, attorney-in-fact | 11/07/2023 | |
** 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. |