0001104659-22-057698.txt : 20220509 0001104659-22-057698.hdr.sgml : 20220509 20220509190117 ACCESSION NUMBER: 0001104659-22-057698 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220505 FILED AS OF DATE: 20220509 DATE AS OF CHANGE: 20220509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dodge R Stanton CENTRAL INDEX KEY: 0001404430 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38908 FILM NUMBER: 22906722 MAIL ADDRESS: STREET 1: ECHOSTAR CORPORATION STREET 2: 100 INVERNESS TERRACE EAST CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DraftKings Holdings Inc. CENTRAL INDEX KEY: 0001772757 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 844052441 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 986-6744 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 5TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: DraftKings Inc. DATE OF NAME CHANGE: 20200424 FORMER COMPANY: FORMER CONFORMED NAME: Diamond Eagle Acquisition Corp. \ DE DATE OF NAME CHANGE: 20190403 4 1 tm2214892-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-05-05 1 0001772757 DraftKings Holdings Inc. DKNG 0001404430 Dodge R Stanton C/O DRAFTKINGS INC. 222 BERKELEY STREET, 5TH FLOOR BOSTON MA 02116 0 1 0 0 Chief Legal Officer Class A Common Stock 2022-05-05 4 D 0 322529 D 0 D Restricted Stock Units 2022-05-05 4 D 0 28522 D Class A Common Stock 28522 0 D Restricted Stock Units 2022-05-05 4 D 0 29352 D Class A Common Stock 29352 0 D Restricted Stock Units 2022-05-05 4 D 0 226470 D Class A Common Stock 226470 0 D Restricted Stock Units 2022-05-05 4 D 0 18118 D Class A Common Stock 18118 0 D Stock Option 2.95 2022-05-05 4 D 0 1814400 D 2027-11-02 Class A Common Stock 1814400 0 D Stock Option 2.95 2022-05-05 4 D 0 948131 D 2027-11-07 Class A Common Stock 948131 0 D Stock Option 3.29 2022-05-05 4 D 0 90634 D 2028-04-18 Class A Common Stock 90634 0 D Stock Option 3.29 2022-05-05 4 D 0 201578 D 2028-05-03 Class A Common Stock 201578 0 D Stock Option 4.70 2022-05-05 4 D 0 88407 D 2029-06-04 Class A Common Stock 88407 0 D Stock Option 4.70 2022-05-05 4 D 0 176813 D 2029-06-04 Class A Common Stock 176813 0 D Pursuant to the Agreement and Plan of Merger, dated August 9, 2021 (the "Merger Agreement"), between DraftKings Inc. (now known as DraftKings Holdings Inc.) ("Old DraftKings"), Golden Nugget Online Gaming, Inc., New Duke Holdco, Inc. (now known as DraftKings Inc.) ("New DraftKings"), Duke Merger Sub, Inc. ("DK Merger Sub") and Gulf Merger Sub, Inc., upon the consummation of the merger of DK Merger Sub with and into Old DraftKings at 12:01 a.m. Eastern Time on May 5, 2022 (the "DraftKings Merger"), each issued and outstanding share of Class A common stock, par value $0.0001 per share, of Old DraftKings ("Old DraftKings Class A Common Stock") was converted into the right to receive one share of Class A common stock, par value $0.0001 per share, of New DraftKings ("New DraftKings Class A Common Stock"). The disposition of the Old DraftKings Class A Common Stock is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (continued in footnote 2) (Continued from footnote 1) pursuant to Rule 16b-7 under the Exchange Act. Contemporaneously with the filing of this Form 4 to reflect the disposition of Old DraftKings Class A Common Stock by the Reporting Person in connection with the consummation of the DraftKings Merger, the Reporting Person is filing a Form 4 with respect to New DraftKings to report the acquisition by such Reporting Person of an equal number of shares of New DraftKings Class A Common Stock in connection with the consummation of the DraftKings Merger. This Form 4 only reports the disposition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect sales of securities by the Reporting Person. Pursuant to the Merger Agreement and in connection with the consummation of the DraftKings Merger, each outstanding restricted stock unit denominated in Old DraftKings Class A Common Stock (collectively, the "Old DraftKings RSUs") was converted into an equivalent restricted stock unit denominated in New DraftKings Class A Common Stock (collectively, the "New DraftKings RSUs"), each of which represents a contingent right to receive one share of New DraftKings Class A Common Stock. Contemporaneously with the filing of this Form 4 to reflect the disposition of Old DraftKings RSUs by the Reporting Person in connection with the consummation of the DraftKings Merger, the Reporting Person is filing a Form 4 with respect to New DraftKings to report the acquisition by such Reporting Person of an equal number of New DraftKings RSUs in connection with the consummation of the DraftKings Merger. This Form 4 only reports the disposition of securities of the (continued in footnote 4) (Continued from footnote 3) Reporting Person pursuant to the Merger Agreement and does not reflect the sale of securities by the Reporting Person. As used herein, the term "RSUs" refers to (i) Old DraftKings RSUs prior to the DraftKings Merger and (ii) New DraftKings RSUs following the DraftKings Merger, in each case, unless the context requires otherwise. The Reporting Person was granted 57,045 RSUs on August 11, 2020 vesting quarterly over four (4) years from April 23, 2020, with the vesting of the first tranche occurring on September 12, 2020. On February 22, 2021, the Reporting Person was granted 39,136 RSUs vesting quarterly over four (4) years. On February 9, 2022, the Reporting Person was granted 226,470 RSUs vesting quarterly over four (4) years. On February 9, 2022, the Reporting Person was granted 18,118 RSUs vesting in twelve (12) equal monthly installments from April 23, 2022. Pursuant to the Merger Agreement and in connection with the consummation of the DraftKings Merger, each outstanding stock option to purchase Old DraftKings Class A Common Stock ("Old DraftKings Options") was converted into an equivalent stock option to purchase New DraftKings Class A Common Stock ("New DraftKings Options"). Contemporaneously with the filing of this Form 4 to reflect the disposition of Old DraftKings Options by the Reporting Person in connection with the consummation of the DraftKings Merger, the Reporting Person is filing a Form 4 with respect to New DraftKings to report the acquisition by such Reporting Person of an equal number of New DraftKings Options in connection with the consummation of the DraftKings Merger. This Form 4 only reports the disposition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect the sale of securities by the Reporting Person. As used herein, the term "Stock Options" (continued in footnote 10) (Continued from footnote 9) refers to (i) Old DraftKings Options prior to the DraftKings Merger and (ii) New DraftKings Options following the DraftKings Merger, in each case, unless the context requires otherwise. These Stock Options are vested and exercisable as of the date hereof. These Stock Options were granted on June 4, 2019. As of the date hereof, 121,561 of such Stock Options have vested. The remaining Stock Options will vest in four (4) equal quarterly installments beginning June 1, 2022. /s/ Faisal Hasan, attorney-in-fact 2022-05-09