SEC FORM 4

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Robins Jason

(Last)

(First)

(Middle)

C/O DRAFTKINGS INC.

222 BERKELEY STREET, 5TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DraftKings Inc. [ DKNG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/21/2023		G⁽¹⁾		12,947	D	$0	3,538,689	D
Class A Common Stock	11/21/2023		G⁽¹⁾		51,557	D	$0	3,487,132	D
Class A Common Stock	11/21/2023		G⁽¹⁾		10,373	D	$0	3,476,759	D
Class A Common Stock	11/21/2023		M		200,000⁽²⁾	A	$4.7	3,676,759	D
Class A Common Stock	11/21/2023		S⁽⁴⁾		200,000	D	$38.27⁽⁵⁾	3,476,759	D
Class A Common Stock	11/22/2023		M		5,849	A	⁽³⁾	3,482,608	D
Class A Common Stock	11/22/2023		F		2,828	D	$38.68	3,479,780	D
Class A Common Stock								83,000	I	Held by the Robins Family GST Trust 2021

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$0.63	11/21/2023		G			492,211	⁽⁶⁾	03/24/2026	Class A Common Stock	492,211	$0.00	0⁽⁷⁾⁽⁸⁾	I	Held by Robins Grantor Retained Annuity Trust 2020
Stock Option	$0.63	11/21/2023		G			327,461	⁽⁹⁾	02/18/2025	Class A Common Stock	327,461	$0.00	0⁽¹⁰⁾	I	Held by Robins Grantor Retained Annuity Trust 2020
Stock Option	$4.7	11/21/2023		M			200,000	⁽¹¹⁾	06/04/2029	Class A Common Stock	200,000	$0.00	896,850	D
Restricted Stock Units	⁽³⁾	11/22/2023		M			5,849	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	5,849	$0.00	29,246	D
Stock Option	$0.63							⁽⁶⁾	03/24/2026	Class A Common Stock	400,053		400,053⁽⁸⁾	D

Explanation of Responses:

1. Represents a bona fide gift of the Issuer's Class A Common Stock to a non-profit organization. There was no purchase or sale of shares of Class A Common Stock in connection with the transfer.

2. The Reporting Person acquired shares of Class A Common Stock of the Issuer after the exercise of stock options and paid the aggregate exercise price and the tax withholdings in cash.

3. 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 5,849 shares of Class A Common Stock underlying the RSUs listed in Table II, and 2,828 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.

4. The reported sales were made pursuant to a pre-arranged program for selling shares of Class A Common Stock adopted on February 23, 2023 pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.93 to $38.88, 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 range set forth in this footnote 5 to this Form 4.

6. These stock options were granted on March 24, 2016. As of the date hereof, all of such remaining stock options have vested.

7. Represents a bona fide gift of 492,211 stock options previously reported as indirectly held by the Robins Grantor Retained Annuity Trust of 2020 to the Robins Family 2020 Irrevocable Trust. There was no purchase or sale of shares of Class A Common Stock or stock options in connection with the transfer.

8. Reflects the transfer of 400,053 stock options previously reported as indirectly held by the Robins Grantor Retained Annuity Trust of 2020 to the Reporting Person.

9. These stock options were granted on February 10, 2016. As of the date hereof, all of such remaining stock options have vested. There was no purchase or sale of shares of Class A Common Stock or stock options in connection with the transfer.

10. Represents a bona fide gift of 327,461 stock options previously reported as indirectly held by the Robins Grantor Retained Annuity Trust of 2020 to the Robins Family 2020 Irrevocable Trust.

11. These stock options were granted on June 4, 2019. As of the date hereof, all of such remaining stock options have vested.

12. On February 22, 2021, the Reporting Person was granted 93,586 RSUs vesting quarterly over 4 years.

Remarks:

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	11/24/2023
	** 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.