DraftKings (DKNG) Form 4 DraftKings / Jason Robins 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^*

Robins 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2022

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	05/12/2022		M		38,217	A	(1)	4,298,466	D
Class A Common Stock	05/12/2022		F		16,994	D	$11.37	4,281,472	D
Class A Common Stock	05/12/2022		M		113,598(3)	A	$3.29	4,395,070	D
Class A Common Stock	05/12/2022		M		69,989(3)	A	$4.7	4,465,059	D
Class A Common Stock								83,000	I	Held by the Robins Family GST Trust 2021
Class A Common Stock								141,092	I	Held by Robins September 2020 Grantor Retained Annuity 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)	05/12/2022		M			38,217	(2)	(2)	Class A Common Stock	38,217	$0.00	573,251	D
Stock Option	$3.29	05/12/2022		M			113,598(3)	(5)	04/18/2028	Class A Common Stock	113,598	$0.00	0	D
Stock Option	$4.7	05/12/2022		M			69,989(3)	(4)	06/04/2029	Class A Common Stock	69,989	$0.00	350,004	D

Explanation of Responses:

1. No shares of Class A Common Stock were transferred or sold upon the vesting of the restricted stock units other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 38,217 shares of Class A Common Stock underlying the restricted stock units listed in Table II, and 16,994 shares of Class A Common Stock withheld by the Issuer. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

2. On February 9, 2022, the Reporting Person was granted 611,468 RSUs vesting quarterly over four (4) years.

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

4. These Stock Options were granted on June 4, 2019. As of the date hereof, zero (0) of such Stock Options have vested. The remaining Stock Options will vest in five (5) equal quarterly installments beginning on June 1, 2022.

5. The options are vested and currently exercisable.

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	05/13/2022
	** 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).
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