Jason Park Form 4 DraftKings / Jason Park ownership change

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

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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^*

Park Jason

(Last) (First) (Middle)

C/O DRAFTKINGS INC.

222 BERKELEY STREET, 5TH FLOOR

(Street)

BOSTON MA 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2023

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	02/21/2023		A		283,333	A	$0(1)	771,497	D
Class A Common Stock	02/21/2023		A		127,617	A	$0(2)	899,114	D
Class A Common Stock	02/21/2023		S		50,000	D	$20.27(3)	849,114	D
Class A Common Stock	02/21/2023		S		62,575	D	$20.19(3)	786,539	D
Class A Common Stock	02/22/2023		S		179,081	D	$19.72(4)	607,458	D
Class A Common Stock	02/22/2023		S		280	D	$20.32(5)	607,178	D
Class A Common Stock	02/22/2023		M		2,659	A	(6)	609,837	D
Class A Common Stock	02/22/2023		F		1,180	D	$19.53	608,657	D
Class A Common Stock								29,174	I	Held by Park Family 2021 Grantor Retained Annuity Trust
Class A Common Stock								100,000	I	Held by Park Family 2022 Grantor Retained Annuity Trust III
Class A Common Stock								70,826	I	Held by Park Family 2022 Grantor Retained Annuity Trust IV
Class A Common Stock								100,000	I	Held by Park Family 2022 Grantor Retained Annuity Trust V

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	(6)	02/22/2023		M			2,659	(7)	(7)	Class A Common Stock	2,659	$0.00	29,245	D

Explanation of Responses:

1. 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.

2. 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.

3. The reported sale was made pursuant to a pre-arranged program for selling shares of Class A Common Stock adopted on December 14, 2021 (as amended) pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934.

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 $19.31 to $20.31, 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 footnotes 4 and 5 to this Form 4.

5. 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 $20.32 to $21.32, inclusive. See the last sentence of footnote 4 to this Form 4 above.

6. No shares of Class A Common Stock were transferred or sold upon the vesting of the RSUs other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 2,659 shares of Class A Common Stock underlying the RSUs listed in Table II, and 1,180 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.

7. On February 22, 2021, the Reporting Person was granted 42,539 RSUs vesting quarterly over 4 years.

	/s/ Faisal Hasan, attorney-in-fact	02/24/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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