Filing Details
- Accession Number:
- 0001341004-20-000389
- Form Type:
- 13D Filing
- Publication Date:
- 2020-10-13 08:18:31
- Filed By:
- Meckenzie Shalom
- Company:
- Draftkings Holdings Inc. (NASDAQ:DKNG)
- Filing Date:
- 2020-10-13
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Shalom Meckenzie | 23,611,173 | 0 | 23,611,173 | 0 | 23,611,173 | 6.2 14 Type of Reporting Person IN CUSIP No. 26142R104 13D Page 3 of 5 pages EXPLANATORY NOTE This Schedule 13D A constitutes Amendment No. 2 ( Amendment No. 2 ) to and amends and supplements the prior statement on Schedule 13D as filed on May 4, 2020, as amended by Amendment No. 1 as filed on June 25, 2020 (as amended, the Schedule 13D ), relating to the Class A common stock (the Common Stock ), par value 0.0001, of DraftKings Inc., a Nevada corporation (the Issuer ). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Scheduled 13D. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby amended and supplemented as follows On October 6, 2020, in connection with a registered public secondary offering (the Secondary Offering ) of 16,000,000 shares of Common Stock by selling stockholders, Mr. Meckenzie entered into an Underwriting Agreement (the Underwriting Agreement ) with Goldman Sachs Co. LLC and Credit Suisse Securities (USA) LLC (the Underwriters ). Pursuant to the Underwriting Agreement, Mr. Meckenzie agreed to sell 6,949,088 shares of Common Stock to the Underwriters at a price of 50.83 per share (the Share Sale ). The Share Sale closed on October 9, 2020. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is attached as Exhibit 7 hereto and is incorporated herein by reference. Mr. Meckenzie plans to indirectly transfer his beneficial interest in 22,375,875 shares of Common Stock to a trust for the benefit of his spouse and children and remoter issue in the near future. Mr. Meckenzie does not expect to exercise , directly or indirectly, voting or investment power over shares of Common Stock controlled by such trust or to have a right to reacquire such shares, and as a result Mr. Meckenzie will no longer exercise voting or dispositive power over such shares of Common Stock. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and supplemented as follows (a) (b) Mr. Meckenzie beneficially owns 23,611,173 shares of Common Stock after giving effect to the Share Sale, which represents 6.2% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Amendment No. 2)*
DraftKings Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
(Title of Class of Securities)
26142R104
(CUSIP Number)
(CUSIP Number)
Gil White
Ran Hai
c/o Herzog Fox & Neeman
Asia House, 4 Weizman St.
Tel Aviv 6423904, Israel
+972 3 692 2076
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Ran Hai
c/o Herzog Fox & Neeman
Asia House, 4 Weizman St.
Tel Aviv 6423904, Israel
+972 3 692 2076
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 6, 2020
(Date of Event Which Requires Filing of This Statement)
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
| • | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 26142R104 | 13D | Page 2 of 5 pages |
| 1 | Names of Reporting Persons Shalom Meckenzie | ||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒ | ||
| 3 | SEC Use Only | ||
| 4 | Source of Funds (See Instructions) OO | ||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ | ||
| 6 | Citizenship or Place of Organization Israel | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | Sole Voting Power 23,611,173 | |
| 8 | Shared Voting Power 0 | ||
| 9 | Sole Dispositive Power 23,611,173 | ||
| 10 | Shared Dispositive Power 0 | ||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 23,611,173 | ||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☒ | ||
| 13 | Percent of Class Represented by Amount in Row (11) 6.2 | ||
| 14 | Type of Reporting Person IN | ||
| CUSIP No. 26142R104 | 13D | Page 3 of 5 pages |
EXPLANATORY NOTE
This Schedule 13D/A constitutes Amendment No. 2 (“Amendment No. 2”) to and amends and supplements the prior statement on Schedule 13D as filed on May 4, 2020, as amended by Amendment No. 1 as filed on June 25, 2020
(as amended, the “Schedule 13D”), relating to the Class A common stock (the “Common Stock”), par value $0.0001, of DraftKings Inc., a Nevada corporation (the “Issuer”). Capitalized terms used but not defined in this Amendment No. 2 shall have the
same meanings ascribed to them in the Scheduled 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On October 6, 2020, in connection with a registered public secondary offering (the “Secondary Offering”) of 16,000,000 shares of
Common Stock by selling stockholders, Mr. Meckenzie entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC (the “Underwriters”). Pursuant to the
Underwriting Agreement, Mr. Meckenzie agreed to sell 6,949,088 shares of Common Stock to the Underwriters at a price of $50.83 per share (the “Share Sale”). The Share Sale closed on October 9, 2020. The foregoing description of the
Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is attached as Exhibit 7 hereto and is incorporated herein by reference.
Mr. Meckenzie plans to indirectly transfer his beneficial interest in 22,375,875 shares of Common Stock to a trust for the benefit of his spouse and children and remoter issue
in the near future. Mr. Meckenzie does not expect to exercise, directly or indirectly, voting or investment power over shares of Common Stock controlled by such trust or to have a right to reacquire such shares,
and as a result Mr. Meckenzie will no longer exercise voting or dispositive power over such shares of Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) – (b) Mr. Meckenzie beneficially owns 23,611,173 shares of Common Stock after giving
effect to the Share Sale, which represents 6.2% of the shares of Common Stock outstanding as of October 9, 2020 as set forth in the prospectus filed by the Company with the United States Securities and Exchange Commission (the “Commission”)
on October 6, 2020.
Except as set forth in this Item 5(a), Mr. Meckenzie does not beneficially owns any shares of Common Stock.
(c) Except for the disposal of shares through the Share Sale, during the past 60 days Mr.
Meckenzie has not effected any transactions in the Common Stock.
| CUSIP No. 26142R104 | 13D | Page 4 of 5 pages |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
In connection with the Share Sale referred to in Item 4 above, Mr. Meckenzie entered into (i) the Underwriting Agreement (see Item 4), which is attached as Exhibit 7 hereto and is incorporated
herein by reference and (ii) an Amended and Restated Lock-Up Agreement with the Underwriters dated as of October 4, 2020, which is attached as Exhibit 8 hereto and is incorporated herein by reference.
Item 7. Materials to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
| Exhibit Number | Description | |
| 7. | Underwriting Agreement, dated October 6, 2020, by and among DraftKings Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC, as representatives of
the several underwriters named therein, and certain selling stockholders of the Company named therein (incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed by DraftKings Inc. with the SEC on October 9, 2020). | |
| 8. | Amended and Restated Lock-up Agreement, dated as of October 4, 2020, by and among Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC, as representatives
of the several underwriters named therein, and the selling shareholders signatory thereto, including Shalom Meckenzie. |
| CUSIP No. 26142R104 | 13D | Page 5 of 5 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 13, 2020
| SHALOM MECKENZIE | ||||
| By: | /s/ Shalom Meckenzie | |||
| Name: | Shalom Meckenzie | |||