Statement of Changes in Beneficial Ownership (4)
April 27 2020 - 5:30PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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Levin Woodrow |
2. Issuer Name and Ticker or Trading Symbol
DraftKings Inc.
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DKNG
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DRAFTKINGS INC., 222 BERKELEY STREET, 5TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/23/2020 |
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 4/23/2020 | | A | | 276183 | A | (1) | 276183 | D | |
| Class A Common Stock | 4/23/2020 | | A | | 44204 | A | (2) | 44204 | I | Held by Levin Family 2015 Irrevocable Trust |
| Class A Common Stock | 4/23/2020 | | A | | 3093 | A | (3) | 3093 | I | Held by OneSix Red, LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Stock Option | $3.28 | 4/23/2020 | | A | | 64018 | | (4) | 5/3/2028 | Class A Common Stock | 64018 | (5) | 64108 | D | |
| Stock Option | $4.69 | 4/23/2020 | | A | | 48856 | | (6) | 6/4/2029 | Class A Common Stock | 48856 | (7) | 48856 | D | |
| Warrant for Common Stock | $11.50 (8) | 4/23/2020 | | A | | 1693 | | 5/23/2020 (9) | 4/23/2025 (9) | Class A Common Stock | 1693 | $0.00 (10) | 1693 | D | |
| Warrant for Common Stock | $11.50 (8) | 4/23/2020 | | A | | 271 | | 5/23/2020 (9) | 4/23/2025 (9) | Class A Common Stock | 271 | $0.00 (10) | 271 | I | Held by Levin Family 2015 Irrevocable Trust |
| Warrant for Common Stock | $11.50 (8) | 4/23/2020 | | A | | 19 | | 5/23/2020 (9) | 4/23/2025 (9) | Class A Common Stock | 19 | $0.00 (10) | 19 | I | Held by OneSix Red, LLC |
| Earnout Rights | (11) | 4/23/2020 | | J (11) | | 3627 | | (11) | 4/23/2024 | Class A Common Stock | 3627 | (11) | 3627 | D | |
| Earnout Rights | (12) | 4/23/2020 | | J (12) | | 412 | | (12) | 4/23/2024 | Class A Common Stock | 412 | (12) | 412 | I | Held by Levin Family 2015 Irrevocable Trust |
| Earnout Rights | (13) | 4/23/2020 | | J (13) | | 29 | | (13) | 4/23/2024 | Class A Common Stock | 29 | (13) | 29 | I | Held by OneSix Red, LLC |
| Explanation of Responses: |
| (1) | Received in exchange for 781,000 shares of common stock of DraftKings Inc., a Delaware corporation ("Former DraftKings"), pursuant to the Business Combination Agreement, dated as of December 22, 2019, by and among Diamond Eagle Acquisition Corp. ("DEAC"), Former DraftKings, SBTech (Global) Limited, a company limited by shares incorporated in Gibraltar and continued as a company under the Isle of Man Companies Act 2006 ("SBT"), the shareholders of SBT ("SBT Sellers"), Shalom Meckenzie, in his capacity as the SBT Sellers' representative, DEAC NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of DEAC (and upon consummation of the business combination, the surviving "Issuer" as renamed "DraftKings Inc."), and DEAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of DEAC (as amended by Amendment No. 1, dated as of April 7, 2020, the "BCA"). |
| (2) | Received in exchange for 125,000 shares of Former DraftKings common stock pursuant to the BCA. |
| (3) | Received in exchange for 8,747shares of Former DraftKings common stock pursuant to the BCA. |
| (4) | The options were granted on May 3, 2018. 60,817 options have vested, and the remaining options will vest on May 1, 2020. |
| (5) | Received pursuant to the BCA in exchange for an option to purchase 181,034 shares of Former DraftKings common stock. |
| (6) | The options were granted on June 4, 2019. 22,392 options have vested. The remaining options will vest in thirteen (13) equal monthly installments beginning May 1, 2020. |
| (7) | Received pursuant to the BCA in exchange for an option to purchase 138,158 shares of Former DraftKings common stock. |
| (8) | Each warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. |
| (9) | Each warrant becomes exercisable 30 days after the completion of the business combination and expires five years after the completion of the business combination or earlier upon redemption or liquidation, as described under the heading "Description of New DraftKings Securities - Warrants" in the Registration Statement on Form S-4 (File No. 333-235805). |
| (10) | Received pursuant to the BCA. |
| (11) | On April 23, 2020 (the "Closing Date"), Mr. Levin received the right to acquire 3,627 shares of the Issuer's Class A Common Stock pursuant to the BCA, (i) one-third of which will be released from escrow if (a) the volume weighted average share price of Class A Common Stock for at least 20 of any 30 consecutive trading days following the Closing Date (the "VWAP") is at least $12.50 or (b) the Issuer consummates a transaction resulting in its stockholders being able to exchange their shares for cash, securities or other property with a per share value ("Qualifying Value") of at least $12.50; (ii) one-third if (a) the VWAP is at least $14.00 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $14.00; and (iii) one-third if (a) the VWAP is at least $16.00 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $16.00. Any shares not eligible to be released within 4 years of the Closing Date will be forfeited and canceled. |
| (12) | On the Closing Date, the Levin Family 2015 Irrevocable Trust received the right to acquire 412 shares of the Issuer's Class A Common Stock, pursuant to the BCA, which are currently being held in escrow and which will be released upon the occurrence of the events described in footnote 11. |
| (13) | On the Closing Date, OneSix Red, LLC received the right to acquire 29 shares of the Issuer's Class A Common Stock, pursuant to the BCA, which are currently being held in escrow and which will be released upon the occurrence of the events described in footnote 11. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Levin Woodrow
C/O DRAFTKINGS INC.
222 BERKELEY STREET, 5TH FLOOR
BOSTON, MA 02116 | X |
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Signatures
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| /s/ Faisal Hasan, attorney-in-fact | | 4/27/2020 |
| **Signature of Reporting Person | Date |
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