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) 04/21/2023 | ||||||||||||||||||||||||||
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 | 04/21/2023 | S(2) | 2,596 | D | $21.75(3) | 670,348(6) | D | |||
Class A Common Stock | 04/21/2023 | S(2) | 50,000 | D | $21.72(4) | 620,348 | D | |||
Class A Common Stock | 04/21/2023 | S(2) | 50,000 | D | $21.72(5) | 570,348 | D | |||
Class A Common Stock | 04/23/2023 | M | 4,635 | A | (1) | 574,983 | D | |||
Class A Common Stock | 04/23/2023 | F | 2,071 | D | $21.97 | 572,912 | D | |||
Class A Common Stock | 29,174 | I | Held by Park Family 2021 Grantor Retained Annuity Trust | |||||||
Class A Common Stock | 42,689(6) | I | Held by Park Family 2022 Grantor Retained Annuity Trust III | |||||||
Class A Common Stock | 70,826 | I | Held by Park Family 2022 Grantor Retained Annuity Trust IV | |||||||
Class A Common Stock | 100,000 | I | Held by Park Family 2022 Grantor Retained Annuity Trust V |
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 | ||||||||
Restricted Stock Units | (1) | 04/23/2023 | M | 4,635 | (7) | (7) | Class A Common Stock | 4,635 | $0.00 | 18,539 | D |
Explanation of Responses: |
1. No shares of Class A Common Stock were transferred or sold upon the vesting of the restricted stock units ("RSUs") other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 4,635 shares of Class A Common Stock underlying the RSUs listed in Table II, and 2,071 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
2. The reported sale was made pursuant to a pre-arranged program for selling shares of Class A Common Stock adopted on December 14, 2021 (as amended) 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 $21.42 to $22.01, 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 range set forth in footnotes 3, 4, and 5 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 $21.36 to $22.01, inclusive. See the last sentence of footnote 3 to this Form 4 above. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.36 to $22.01, inclusive. See the last sentence of footnote 3 to this Form 4 above. |
6. Reflects the transfer of 57,311 Class A Common Stock to the Reporting Person previously reported as indirectly held by the Reporting Person through the Park Family 2022 Grantor Retained Annuity Trust III, of which the Reporting Person serves as the Trustee and is the sole annuitant. There was no purchase or sale of shares of Class A Common Stock in connection with the transfer. |
7. On August 11, 2020, the Reporting Person was granted 74,158 RSUs vesting quarterly over 4 years from April 23, 2020, with any RSUs scheduled to vest before September 12, 2020 vesting on September 12, 2020 and the vesting of the remaining RSUs occurring on October 23, 2020 and each quarter thereafter. |
/s/ Faisal Hasan, attorney-in-fact | 04/25/2023 | |
** 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. |