0001104659-20-051721.txt : 20200427
0001104659-20-051721.hdr.sgml : 20200427
20200427172641
ACCESSION NUMBER: 0001104659-20-051721
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200423
FILED AS OF DATE: 20200427
DATE AS OF CHANGE: 20200427
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MURRAY STEVEN JOSEPH
CENTRAL INDEX KEY: 0001645372
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38908
FILM NUMBER: 20821297
MAIL ADDRESS:
STREET 1: C/O SOFTBANK CAPITAL
STREET 2: 38 GLEN AVENUE
CITY: NEWTON
STATE: MA
ZIP: 02459
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: DraftKings Inc.
CENTRAL INDEX KEY: 0001772757
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
IRS NUMBER: 834578968
STATE OF INCORPORATION: NV
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: Diamond Eagle Acquisition Corp. \ DE
DATE OF NAME CHANGE: 20190403
4
1
tm2016925-19_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-04-23
0
0001772757
DraftKings Inc.
DKNG
0001645372
MURRAY STEVEN JOSEPH
C/O DRAFTKINGS INC.
222 BERKELEY STREET, 5TH FLOOR
BOSTON
MA
02116
1
0
0
0
Class A Common Stock
2020-04-23
4
A
0
7720263
A
7720263
I
Held by Revolution Growth III, LP
Warrant for Common Stock
11.50
2020-04-23
4
A
0
47317
0.00
A
2020-05-23
2025-04-23
Class A Common Stock
47317
47317
I
Held by Revolution Growth III, LP
Earnout Rights
2020-04-23
4
J
0
71977
A
2024-04-23
Class A Common Stock
71977
1
I
Held by Revolution Growth III, LP
Received in exchange for 14,720,556 shares of common stock of DraftKings Inc., a Delaware corporation ("Former DraftKings"), 2,269,718 shares of Former DraftKings Series E-1 Preferred Stock pre-conversion per its terms, and 3,922,245 shares of Former DraftKings Series F Preferred Stock, in each case, pursuant to the Business Combination Agreement, dated as of December 22, 2019, by and among Diamond Eagle Acquisition Corp. ("DEAC"), Former DraftKings, SBTech (Global) Limited, a company limited by shares incorporated in Gibraltar and continued as a company under the Isle of Man Companies Act 2006 ("SBT"), the shareholders of SBT ("SBT Sellers"), Shalom Meckenzie, in his capacity as the SBT Sellers' representative, DEAC NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of DEAC, and DEAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of DEAC (as amended by Amendment No. 1, dated as of April 7, 2020, the "BCA").
The reporting person is the operating manager of the ultimate general partner of Revolution Growth III, LP and may be deemed to have voting and dispositive power with respect to the securities held by Revolution Growth III, LP. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
Each warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment.
Each warrant becomes exercisable 30 days after the completion of the business combination and expires five years after the completion of the business combination or earlier upon redemption or liquidation, as described under the heading "Description of New DraftKings Securities - Warrants " in the Registration Statement on Form S-4 (File No. 333-235805).
Received pursuant to the BCA.
On April 23, 2020 (the "Closing Date"), Revolution Growth III, LP received the right to acquire 71,977 shares of the Issuer's Class A Common Stock pursuant to the BCA, (i) one-third of which will be released from escrow if (a) the volume weighted average share price of Class A Common Stock for at least 20 of any 30 consecutive trading days following the Closing Date (the "VWAP") is at least $12.50 or (b) the Issuer consummates a transaction resulting in its stockholders being able to exchange their shares for cash, securities or other property with a per share value ("Qualifying Value") of at least $12.50; (ii) one-third if (a) the VWAP is at least $14.00 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $14.00; and (iii) one-third if (a) the VWAP is at least $16.00 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $16.00. Any shares not eligible to be released within 4 years of the Closing Date will be forfeited and canceled.
/s/ Faisal Hasan, attorney-in-fact
2020-04-27