0001104659-23-032960.txt : 20230315
0001104659-23-032960.hdr.sgml : 20230315
20230315202153
ACCESSION NUMBER: 0001104659-23-032960
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230313
FILED AS OF DATE: 20230315
DATE AS OF CHANGE: 20230315
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Robins Jason
CENTRAL INDEX KEY: 0001810231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41379
FILM NUMBER: 23736798
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: 0001883685
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990]
IRS NUMBER: 000000000
STATE OF INCORPORATION: NV
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 222 BERKELEY STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 986-6744
MAIL ADDRESS:
STREET 1: 222 BERKELEY STREET
CITY: BOSTON
STATE: MA
ZIP: 02116
FORMER COMPANY:
FORMER CONFORMED NAME: New Duke Holdco, Inc.
DATE OF NAME CHANGE: 20210917
4
1
tm239735d1_4.xml
OWNERSHIP DOCUMENT
X0306
4
2023-03-13
0
0001883685
DraftKings Inc.
DKNG
0001810231
Robins Jason
C/O DRAFTKINGS INC.
222 BERKELEY STREET, 5TH FLOOR
BOSTON
MA
02116
1
1
0
0
See Remarks
Class A Common Stock
2023-03-13
4
A
0
500000
A
6247138
D
Class A Common Stock
2023-03-13
4
A
0
140379
A
6387517
D
Class A Common Stock
2023-03-14
4
A
0
500000
A
6887517
D
Class A Common Stock
2023-03-14
4
A
0
140379
A
7027896
D
Class A Common Stock
2023-03-14
4
S
0
280704
18.44
D
6747192
D
Class A Common Stock
2023-03-15
4
S
0
294597
17.43
D
6452595
D
Class A Common Stock
83000
I
Held by the Robins Family GST Trust 2021
Forward Sale Contract (obligation to sell)
2023-03-14
4
J
1
1293782
A
Class A Common Stock
1293782
1293782
D
Represents the vesting of the restricted stock units ("RSUs") granted pursuant to the Issuer's 2020 Incentive Award Plan (the "Plan"), which vested upon the achievement of certain performance goals. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
Represents the vesting of the performance-based restricted stock units ("PSUs") granted pursuant to the Plan, which vested upon the achievement of certain performance criteria. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs and PSUs. The "sell to cover" transactions were effected pursuant to a Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.10 to $19.09, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 3 and 4 to this Form 4.
Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs and PSUs. The "sell to cover" transactions were effected pursuant to a Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.13 to $18.12, inclusive. See the last sentence of footnote 3 above.
On March 14, 2023, the Reporting Person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the Reporting Person to deliver to the buyer up to an aggregate 1,293,782 shares of the Issuer's Class A Common Stock (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of the Issuer's Class A Common Stock) following the maturity dates March 4, 2026 and March 5, 2026 (each, a "Maturity Date"). In exchange for assuming this obligation, the Reporting Person will receive a cash payment of $13,789,745 on March 16, 2023. The Reporting Person pledged 1,293,782 shares of the Issuer's Class A Common Stock (the "Pledged Shares") to secure his obligations under the contract, and retained voting rights in the Pledged Shares during the term of the pledge, but is obligated to pay to the buyer the economic benefits of dividends during the term of the pledge.
The transaction is divided into two tranches, each tranche comprising 646,891 shares (the "Base Amount") of the Issuer's Class A Common Stock. The number of shares of the Issuer's Class A Common Stock to be delivered by the Reporting Person to the buyer on the second business day immediately following each Maturity Date (the "Settlement Date") is to be generally determined as follows: (a) if the closing price of shares of the Issuer's Class A Common Stock on a Maturity Date (the "Settlement Price") is less than $31.74 ("Cap Level") but greater than $12.70 ("Floor Level"), the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price; (continued on footnote 7 to this Form 4)
(Continued from footnote 6 to this Form 4) (b) if the Settlement Price is equal to or greater than the Cap Level on a Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (B) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on a Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount.
Chief Executive Officer and Chairman of the Board. In addition, Jason Robins is the sole holder of 393,013,951 shares of Class B Common Stock of the Issuer, which are not registered securities.
/s/ Faisal Hasan, attorney-in-fact
2023-03-15