0001104659-22-057717.txt : 20220509
0001104659-22-057717.hdr.sgml : 20220509
20220509190700
ACCESSION NUMBER: 0001104659-22-057717
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: Moore Ryan R
CENTRAL INDEX KEY: 0001810239
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38908
FILM NUMBER: 22906749
MAIL ADDRESS:
STREET 1: 56 WAREHAM STREET
STREET 2: 3RD FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02118
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
tm2214892-11_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-05-05
1
0001772757
DraftKings Holdings Inc.
DKNG
0001810239
Moore Ryan R
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
31601
D
0
D
Class A Common Stock
2022-05-05
4
D
0
6555608
D
0
I
Held by Atlas Venture Fund VIII, L.P.
Class A Common Stock
2022-05-05
4
D
0
765616
D
0
I
Held by Accomplice Fund I, L.P.
Class A Common Stock
2022-05-05
4
D
0
147846
D
0
I
Held by Accomplice Management Holdings, LLC
Class A Common Stock
2022-05-05
4
D
0
279989
D
0
I
Held by Accomplice Fund II, L.P.
Restricted Stock Units
2022-05-05
4
D
0
13342
D
Class A Common Stock
13342
0
D
Warrant for Common Stock
11.50
2022-05-05
4
D
0
4649
0.00
D
2020-05-23
2025-04-23
Class A Common Stock
4649
0
I
Held by Accomplice Fund I, L.P.
Warrant for Common Stock
11.50
2022-05-05
4
D
0
1700
0.00
D
2020-05-23
2025-04-23
Class A Common Stock
1700
0
I
Held by Accomplice Fund II, L.P.
Warrant for Common Stock
11.50
2022-05-05
4
D
0
726
0.00
D
2020-05-23
2025-04-23
Class A Common Stock
726
0
I
Held by Accomplice Management Holdings, LLC
Warrant for Common Stock
11.50
2022-05-05
4
D
0
56375
0.00
D
2020-05-23
2025-04-23
Class A Common Stock
56375
0
I
Held by Atlas Venture Fund VIII, L.P.
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.
The shares of Class A Common Stock and warrants to purchase Class A Common Stock are, in each case, held directly by Atlas VIII. Atlas Venture Associates VIII, L.P. ("Atlas Assoc VIII LP") is the sole general partner of Atlas VIII. Atlas Venture Associates VIII, Inc. ("Atlas Venture VIII Inc.") is the sole general partner of Atlas Assoc VIII LP. Mr. Moore disclaims beneficial ownership of all shares of Class A Common Stock for purposes of Section 16 of the Exchange Act ("Section 16"), except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The shares of Class A Common Stock and warrants to purchase Class A Common Stock are, in each case, held directly by Accomplice Fund I, L.P. ("ACC I"). Accomplice Associates I, LLC ("ACC Assoc I") is the sole general partner of ACC I. Mr. Moore is a Managing Member of ACC Assoc I. Mr. Moore disclaims beneficial ownership of all shares of Class A Common Stock for purposes of Section 16, except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The shares of Class A Common Stock and warrants to purchase Class A Common Stock are, in each case, held directly by Accomplice Management Holdings, LLC ("ACC Holdings"). Mr. Moore is a Class A Member of ACC Holdings. Mr. Moore disclaims beneficial ownership of all shares of Class A Common Stock for purposes of Section 16, except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The shares of Class A Common Stock and warrants to purchase Class A Common Stock are, in each case, held directly by Accomplice Fund II, L.P. ("ACC II"). Accomplice Associates II, LLC ("ACC Assoc II") is the sole general partner of ACC II. Mr. Moore is a Managing Member of ACC Assoc II. Mr. Moore disclaims beneficial ownership of all shares of Class A Common Stock for purposes of Section 16, except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
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 8)
(continued in footnote 7) 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 RSUs 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.
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.
/s/ Frank Castellucci, attorney-in-fact
2022-05-09