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)
11/08/2023
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 11/08/2023 M 214,562(1) A $4.7 4,031,898 D
Class A Common Stock 11/08/2023 S(3) 500,000 D $35.83(4) 3,531,898 D
Class A Common Stock 11/09/2023 M 38,216 A (2) 3,570,114 D
Class A Common Stock 11/09/2023 F 18,478 D $34.81 3,551,636 D
Class A Common Stock 0(5) I Held by the IQ EQ Trust Company, U.S., LLC TR UA (04/21/2020) Jason Robins 2020 Trust
Class A Common Stock 83,000 I Held by the Robins Family GST Trust 2021
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
Stock Option $4.7 11/08/2023 M 214,562 (6) 06/04/2029 Class A Common Stock 214,562 $0.00 1,096,850 D
Restricted Stock Units (2) 11/09/2023 M 38,216 (7) (7) Class A Common Stock 38,216 $0.00 343,951 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 and the tax withholdings in cash.
2. 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 38,216 shares of Class A Common Stock underlying the RSUs listed in Table II, and 18,478 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.
3. The reported sales were 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.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.44 to $36.34, 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 this footnote 3 to this Form 4.
5. As of October 31, 2023, Philip Robins no longer serves as Investment Advisor of the Jason Robins 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, Jason Robins 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 June 4, 2019. As of the date hereof, all of such remaining stock options have vested.
7. On February 9, 2022, the Reporting Person was granted 611,468 RSUs vesting quarterly over four (4) years.
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 11/13/2023
** 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).
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