0001104659-20-051724.txt : 20200427 0001104659-20-051724.hdr.sgml : 20200427 20200427172811 ACCESSION NUMBER: 0001104659-20-051724 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: Park Jason CENTRAL INDEX KEY: 0001810235 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38908 FILM NUMBER: 20821309 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: FLOOR 5 CITY: BOSTON STATE: MA ZIP: 02116 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 tm2016925-22_4.xml OWNERSHIP DOCUMENT X0306 4 2020-04-23 0 0001772757 DraftKings Inc. DKNG 0001810235 Park Jason C/O DRAFTKINGS INC. 222 BERKELEY STREET, 5TH FLOOR BOSTON MA 02116 0 1 0 0 Chief Financial Officer Stock Option 4.69 2020-04-23 4 A 0 530442 A 2029-06-04 Class A Common Stock 530442 530442 D Stock Option 4.69 2020-04-23 4 A 0 530442 A 2029-06-04 Class A Common Stock 530442 530442 D Stock Option 4.72 2020-04-23 4 A 0 48856 A 2029-08-15 Class A Common Stock 48856 48856 D Stock Option 4.72 2020-04-23 4 A 0 48856 A 2029-08-15 Class A Common Stock 48856 48856 D Restricted Stock Units 2020-04-23 4 A 0 396333 0.00 A Class A Common Stock 396333 396333 D Earnout Rights 2020-04-23 4 J 0 14497 A 2024-04-23 Class A Common Stock 14497 1 D The options were granted on June 4, 2019. One-fourth (1/4th) of the options will vest on June 4, 2020, and the remaining options will vest in twelve (12) equal quarterly installments thereafter. Received pursuant to the Business Combination Agreement, dated as of December 22, 2019, by and among Diamond Eagle Acquisition Corp. ("DEAC"), DraftKings Inc., a Delaware corporation ("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 upon consummation of the business combination, the surviving "Issuer" as renamed "DraftKings Inc."), 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") in exchange for an option to purchase 1,500,000 shares of Former DraftKings common stock. The options were granted on June 4, 2019 and will vest subject to satisfaction of certain performance thresholds. Received pursuant to the BCA in exchange for an option to purchase 1,500,000 shares of Former DraftKings common stock. The options were granted on August 15, 2019. One-fourth (1/4th) of the options will vest on June 4, 2020, and the remaining options will vest in twelve (12) equal quarterly installments thereafter. Received pursuant to the BCA in exchange for an option to purchase 138,158 shares of Former DraftKings common stock. The options were granted on August 15, 2019 and will vest subject to satisfaction of certain performance thresholds. Received pursuant to the BCA in exchange for an option to purchase 138,158 shares of Former DraftKings common stock. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. The restricted stock units were granted on February 13, 2020 and will vest subject to satisfaction of certain performance thresholds. Received pursuant to the BCA in exchange for 1,120,762 restricted stock units of Former DraftKings. On April 23, 2020 (the "Closing Date"), Mr. Park received the right to acquire 14,497 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