| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
DraftKings Inc. [ DKNG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/22/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 02/22/2024 | M | 5,318 | A | (1) | 721,626 | D | |||
| Class A Common Stock | 02/22/2024 | F | 2,572 | D | $40.84 | 719,054 | D | |||
| Class A Common Stock | 02/22/2024 | G(2) | 200,000 | D | $0 | 0 | I | Held by the Rachel Nager Liberman 2015 Revocable Trust | ||
| Class A Common Stock | 02/22/2024 | G(2) | 200,000 | A | $0 | 200,000 | I | Held by the Rachel Nager Liberman Irrevocable Trust - 2022 | ||
| Class A Common Stock | 02/23/2024 | G(3) | 13,597 | D | $0 | 0 | I | Held by the Liberman Grantor Retained Annuity Trust of 2020 | ||
| Class A Common Stock | 02/23/2024 | G(3) | 13,597 | A | $0 | 213,597 | I | Held by the Paul Liberman 2020 Irrevocable Trust | ||
| Class A Common Stock | 2,291,406 | I | Held by the Paul Liberman 2015 Revocable Trust | |||||||
| Class A Common Stock | 274,617 | I | Held by the Paul Liberman 2020 Trust | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 02/22/2024 | M | 5,318 | (4) | (4) | Class A Common Stock | 5,318 | $0.00 | 21,269 | D | ||||
| Explanation of Responses: |
| 1. No shares of Class A Common Stock were transferred or sold upon the vesting of the restricted stock units ("RSUs") other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 5,318 shares of Class A Common Stock underlying the RSUs listed in Table II, and 2,572 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 2. Represents a bona fide gift of 200,000 shares of Class A Common Stock previously reported as indirectly held by the Rachel Nager Liberman 2015 Revocable Trust to the Rachel Nager Liberman Irrevocable Trust - 2022. There was no purchase or sale of shares of Class A Common Stock or stock options in connection with the transfer. |
| 3. Represents a bona fide gift of 13,597 shares of Class A Common Stock previously reported as indirectly held by the Liberman Grantor Retained Annuity Trust of 2020 to the Paul Liberman 2020 Irrevocable Trust. There was no purchase or sale of shares of Class A Common Stock or stock options in connection with the transfer. |
| 4. On February 22, 2021, the Reporting Person was granted 85,078 RSUs vesting quarterly over 4 years. |
| Remarks: |
| President, Global Technology and Product |
| /s/ Faisal Hasan, attorney-in-fact | 02/23/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||