0001104659-22-057710.txt : 20220509
0001104659-22-057710.hdr.sgml : 20220509
20220509190417
ACCESSION NUMBER: 0001104659-22-057710
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: Meckenzie Shalom
CENTRAL INDEX KEY: 0001810205
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38908
FILM NUMBER: 22906738
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
tm2214892-7_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-05-05
1
0001772757
DraftKings Holdings Inc.
DKNG
0001810205
Meckenzie Shalom
C/O DRAFTKINGS INC.
222 BERKELEY STREET, 5TH FLOOR
BOSTON
MA
02116
1
0
0
0
Class A Common Stock
2022-05-05
4
D
0
18521
D
0
D
Restricted Stock Units
2022-05-05
4
D
0
13342
D
Class A Common Stock
13342
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.
These restricted stock units were granted on May 3, 2022 and shall vest in full on the earlier of (i) the next annual meeting of the stockholders of New DraftKings following the grant date and (ii) the first anniversary of the grant date.
/s/ Faisal Hasan, attorney-in-fact
2022-05-09