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Filing Details

Accession Number:: 0001104659-23-032960
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-03-15 20:21:53
Reporting Period:: 2023-03-13

Accepted Time:: 2023-03-15 20:21:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1883685	Draftkings Inc.	DKNG	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1810231	Jason Robins	C/O Draftkings Inc. 222 Berkeley Street, 5Th Floor Boston MA 02116	See Remarks	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Acquisiton	2023-03-13	500,000	$0.00	6,247,138	No	4	A	Direct
Class A Common Stock	Acquisiton	2023-03-13	140,379	$0.00	6,387,517	No	4	A	Direct
Class A Common Stock	Acquisiton	2023-03-14	500,000	$0.00	6,887,517	No	4	A	Direct
Class A Common Stock	Acquisiton	2023-03-14	140,379	$0.00	7,027,896	No	4	A	Direct
Class A Common Stock	Disposition	2023-03-14	280,704	$18.44	6,747,192	No	4	S	Direct
Class A Common Stock	Disposition	2023-03-15	294,597	$17.43	6,452,595	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	A	Direct
No	4	A	Direct
No	4	A	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Forward Sale Contract (obligation to sell)	Acquisiton	2023-03-14	1,293,782	$0.00	1,293,782	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,293,782			Yes	4	J	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	83,000	Indirect	Held by the Robins Family GST Trust 2021

Footnotes

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.