0001104659-22-057707.txt : 20220509 0001104659-22-057707.hdr.sgml : 20220509 20220509190339 ACCESSION NUMBER: 0001104659-22-057707 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: Liberman Paul CENTRAL INDEX KEY: 0001810204 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38908 FILM NUMBER: 22906735 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: FLOOR 5 CITY: BOSTON STATE: MA ZIP: 02116 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 tm2214892-6_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-05-05 1 0001772757 DraftKings Holdings Inc. DKNG 0001810204 Liberman Paul 222 BERKELEY STREET FLOOR 5 BOSTON MA 02116 1 1 0 0 See Remarks Class A Common Stock 2022-05-05 4 D 0 874972 D 0 D Class A Common Stock 2022-05-05 4 D 0 1527250 D 0 I Held by the Paul Liberman 2015 Revocable Trust Class A Common Stock 2022-05-05 4 D 0 272357 D 0 I Held by the Paul Liberman 2020 Trust Class A Common Stock 2022-05-05 4 D 0 13597 D 0 I Held by the Liberman Grantor Retained Annuity Trust of 2020 Class A Common Stock 2022-05-05 4 D 0 200000 D 0 I Held by the Rachel Nager Liberman 2015 Revocable Trust Class A Common Stock 2022-05-05 4 D 0 200000 D 0 I Held by the Paul Liberman 2020 Irrevocable Trust Restricted Stock Units 2022-05-05 4 D 0 49914 D Class A Common Stock 49914 0 D Restricted Stock Units 2022-05-05 4 D 0 63808 D Class A Common Stock 63808 0 D Restricted Stock Units 2022-05-05 4 D 0 452940 D Class A Common Stock 452940 0 D Stock Option 3.29 2022-05-05 4 D 0 23121 D 2028-04-18 Class A Common Stock 23121 0 D Stock Option 4.70 2022-05-05 4 D 0 131502 D 2029-06-04 Class A Common Stock 131502 0 D Stock Option 0.63 2022-05-05 4 D 0 162538 D 2025-02-18 Class A Common Stock 162538 0 I Held by the Liberman Grantor Retained Annuity Trust of 2020 Stock Option 0.63 2022-05-05 4 D 0 191226 D 2025-08-27 Class A Common Stock 191226 0 I Held by the Liberman Grantor Retained Annuity Trust of 2020 Stock Option 0.63 2022-05-05 4 D 0 484416 D 2026-03-24 Class A Common Stock 484416 0 I Held by the Liberman Grantor Retained Annuity Trust of 2020 Stock Option 3.82 2022-05-05 4 D 0 261160 D 2027-05-03 Class A Common Stock 261160 0 I Held by the Liberman Grantor Retained Annuity Trust of 2020 Stock Option 3.29 2022-05-05 4 D 0 184968 D 2028-04-18 Class A Common Stock 184968 0 I Held by the Liberman Grantor Retained Annuity Trust of 2020 Stock Option 4.70 2022-05-05 4 D 0 56361 D 2029-06-04 Class A Common Stock 56361 0 I Held by the Liberman Grantor Retained Annuity Trust of 2020 Stock Option 3.29 2022-05-05 4 D 0 73402 D 2028-04-18 Class A Common Stock 73402 0 I Held by the Paul Liberman 2015 Revocable Trust Stock Option 3.29 2022-05-05 4 D 0 1511843 D 2028-05-03 Class A Common Stock 1511843 0 I Held by the Paul Liberman 2015 Revocable Trust Stock Option 4.70 2022-05-05 4 D 0 519392 D 2029-06-04 Class A Common Stock 519392 0 I Held by the Paul Liberman 2015 Revocable Trust Warrant for Common Stock 11.50 2022-05-05 4 D 0 276 0.00 D 2020-05-23 2025-04-23 Class A Common Stock 276 0 D Warrant for Common Stock 11.50 2022-05-05 4 D 0 2818 0.00 D 2020-05-23 2025-04-23 Class A Common Stock 2818 0 I Held by the Paul Liberman 2015 Revocable Trust Warrant for Common Stock 11.50 2022-05-05 4 D 0 3698 0.00 D 2020-05-23 2025-04-23 Class A Common Stock 3698 0 I Held by the Paul Liberman 2020 Trust 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. As used herein, the term "Class A Common Stock" refers to (i) Old DraftKings Class A Common Stock prior to the DraftKings Merger and (ii) New DraftKings Class A Common Stock following the DraftKings Merger, in each case, unless the context requires otherwise. 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 99,828 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 85,078 RSUs vesting quarterly over four (4) years. On February 9, 2022, the Reporting Person was granted 452,940 RSUs vesting quarterly over four (4) years. 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 9) (Continued from footnote 8) 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, 37,572 of such Stock Options have vested. The remaining Stock Options will vest in four (4) equal quarterly installments beginning on June 1, 2022. Each warrant to purchase Class A Common Stock is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share. President, Global Technology and Product /s/ Faisal Hasan, attorney-in-fact 2022-05-09