SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Levin Woodrow

(Last)

(First)

(Middle)

C/O DRAFTKINGS INC.

222 BERKELEY STREET, 5TH FLOOR

(Street)

BOSTON

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
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/30/2020		G⁽¹⁾	229,810	D	$0.00	0	D
Class A Common Stock	11/30/2020		G⁽¹⁾	114,905	A	$0.00	114,905	I	Held by Levin 2020 Irrevocable Trust
Class A Common Stock	11/30/2020		G⁽¹⁾	114,905	A	$0.00	114,905	I	Held by Levin Family 2020 Irrevocable Trust

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$3.29	11/30/2020		G⁽²⁾		64,018	⁽³⁾	05/03/2028	Class A Common Stock	64,018	$0.00⁽²⁾	0	D
Employee Stock Option	$3.29	11/30/2020		G⁽²⁾	32,009		⁽³⁾	05/03/2028	Class A Common Stock	32,009	$0.00⁽²⁾	32,009	I	Held by Levin 2020 Irrevocable Trust
Employee Stock Option	$3.29	11/30/2020		G⁽²⁾	32,009		⁽³⁾	05/03/2028	Class A Common Stock	32,009	$0.00⁽²⁾	32,009	I	Held by Levin Family 2020 Irrevocable Trust
Employee Stock Option	$4.7	11/30/2020		G⁽²⁾		48,856	⁽⁴⁾	06/04/2029	Class A Common Stock	48,856	$0.00⁽²⁾	0	D
Employee Stock Option	$4.7	11/30/2020		G⁽²⁾	24,428		⁽⁴⁾	06/04/2029	Class A Common Stock	24,428	$0.00⁽²⁾	24,428	I	Held by Levin 2020 Irrevocable Trust
Employee Stock Option	$4.7	11/30/2020		G⁽²⁾	24,428		⁽⁴⁾	06/04/2029	Class A Common Stock	24,428	$0.00⁽²⁾	24,428	I	Held by Levin Family 2020 Irrevocable Trust

Explanation of Responses:

1. Represents the bona fide gifts of the Issuer's Class A Common Stock to the Levin 2020 Irrevocable Trust and the Levin Family 2020 Irrevocable Trust, each for the benefit of the Reporting Person's immediate family. The gifts were effected through the transfer of the Issuer's Class A Common Stock to Delaware limited liability companies that were wholly-owned by the Reporting Person and the subsequent contribution of the membership interests of the limited liability companies to the Levin 2020 Irrevocable Trust and the Levin Family 2020 Irrevocable Trust. There was no purchase or sale of shares of Class A Common Stock in connection with the transfers.

2. Represents the bona fide gifts of the Issuer's stock options to the Levin 2020 Irrevocable Trust and the Levin Family 2020 Irrevocable Trust, each for the benefit of the Reporting Person's immediate family. The gifts were effected through the transfer of the Issuer's stock options to Delaware limited liability companies that were wholly-owned by the Reporting Person and the subsequent contribution of the membership interests of the limited liability companies to the Levin 2020 Irrevocable Trust and the Levin Family 2020 Irrevocable Trust. There was no purchase or sale of stock options in connection with the transfers.

3. The options are vested and currently exercisable.

4. The options were granted on June 4, 2019. 20,356 options held by Levin 2020 Irrevocable Trust are vested and currently exercisable and 20,356 options held by Levin Family 2020 Irrevocable Trust are vested and currently exercisable. The remaining 4,072 options held by Levin 2020 Irrevocable Trust and the remaining 4,072 options held by Levin Family 2020 Irrevocable Trust will each vest in equal monthly installments until June 1, 2021.

	/s/ Faisal Hasan, attorney-in-fact	01/22/2021
	** 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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