SC 13G 1 tm208175-1_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. )*

Under the Securities Exchange Act of 1934

Diamond Eagle Acquisition Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Titles of Class of Securities)

25258L 109

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 25258L 109				Schedule 13G
1	NAME OF REPORTING PERSON Eagle Equity Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 5,020,000 (1)(2)(3)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 5,020,000 (1)(2)(3)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,020,000 (1)(2)(3)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.0% (4)
12	TYPE OF REPORTING PERSON OO

(1) The securities are held directly by Eagle Equity Partners, LLC (the “Sponsor”) and indirectly by Jeff Sagansky and Eli Baker, each of whom is a member of the Sponsor and shares voting and dispositive power over the securities held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Sagansky and Baker may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Sagansky and Baker disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

(2) The Sponsor owns 5,020,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”) of Diamond Eagle Acquisition Corp. (the “Issuer”), which are convertible into shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of the Issuer, as described under the heading “Description of Securities—Common Stock—Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-230815) (the “Registration Statement”) and have no expiration date.

(3) Excludes 2,833,335 shares of Class A Common Stock issuable upon the exercise of 2,833,335 private placement warrants of the Issuer. Each private placement warrant is exercisable to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, as described under the heading “Description of Securities—Warrants—Private Placement Warrants” in the Registration Statement.

(4) Based on 40,000,000 shares of Class A Common Stock and 10,000,000 shares of Class B Common Stock outstanding as of January 6, 2020, as reported by the Issuer in its registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission on January 6, 2020.

CUSIP No. 25258L 109				Schedule 13G
1	NAME OF REPORTING PERSON Jeff Sagansky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 5,020,000 (1)(2)(3)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 5,020,000 (1)(2)(3)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,020,000 (1)(2)(3)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.0% (4)
12	TYPE OF REPORTING PERSON IN

(1) The securities are held directly by the Sponsor and indirectly by Jeff Sagansky and Eli Baker, each of whom is a member of the Sponsor and shares voting and dispositive power over the securities held directly by the Sponsor. As a result, each of the Sponsor and Messrs. Sagansky and Baker may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Sagansky and Baker disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

(2) The Sponsor owns 5,020,000 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock, as described under the heading “Description of Securities—Common Stock—Founder Shares” in the Registration Statement and have no expiration date.


CUSIP No. 25258L 109				Schedule 13G
1	NAME OF REPORTING PERSON Eli Baker
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER - 0 -
		6	SHARED VOTING POWER 5,020,000 (1)(2)(3)
		7	SOLE DISPOSITIVE POWER - 0 -
		8	SHARED DISPOSITIVE POWER 5,020,000 (1)(2)(3)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,020,000 (1)(2)(3)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.0% (4)
12	TYPE OF REPORTING PERSON IN

Item 1(a). Name of Issuer:

Diamond Eagle Acquisition Corp.

Item 1(b). Address of Issuer’s Principal Executive Offices:

2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067

Item 2(a). Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

Eagle Equity Partners, LLC

Jeff Sagansky

Eli Baker

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

2121 Avenue of the Stars, Suite 2300
Los Angeles, California 90067

Item 2(c). Citizenship:

See responses to Item 4 on each cover page.

Item 2(d). Titles of Classes of Securities:

Class A Common Stock, par value $0.0001 per share.

Item 2(e). CUSIP Number:

25258L 109

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),

Check Whether the Person Filing is a(n):

(a)	¨	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b)	¨	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	¨	Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	¨	Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	¨	Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)	¨	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	¨	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)	¨	Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)	¨	Group in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .

Item 4. Ownership

(a)

Amount beneficially owned:

See responses to Item 9 on each cover page.

(b)

Percent of class:

See responses to Item 11 on each cover page.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2020

	Eagle Equity Partners, LLC

	By:	/s/ Eli Baker
	Name:	Eli Baker
	Title:	Member

	/s/ Jeff Sagansky
	Jeff Sagansky

	/s/ Eli Baker
	Eli Baker