Draftkings Inc.

12/11/2024 | Press release | Distributed by Public on 12/11/2024 20:50

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Dodge R Stanton
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 Legal Officer
(Last) (First) (Middle)
C/O DRAFTKINGS INC., 222 BERKELEY STREET, 5TH FLOOR 		3. Date of Earliest Transaction (Month/Day/Year)
12/09/2024
(Street)
BOSTON, MA 02116 		4. If Amendment, Date 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
(City) (State) (Zip)
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 12/09/2024 M 314,807(1) A $2.95 605,380 D
Class A Common Stock 12/09/2024 M 165,000(1) A $2.95 770,380 D
Class A Common Stock 12/09/2024 S 228,496(2) D $42.74(3) 541,884 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 $2.95 12/09/2024 M 314,807 (4) 11/07/2027 Class A Common Stock 314,807 $ 0 0 D
Stock Option $2.95 12/09/2024 M 165,000 (4) 11/02/2027 Class A Common Stock 165,000 $ 0 1,649,400 D
Forward Sale Contract (obligation to sell) (5)(6)(7) 12/09/2024 J/K(5)(6)(7) 500,000 (5)(6)(7) (5)(6)(7) Class A Common Stock 500,000 (5)(6)(7) 500,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dodge R Stanton
C/O DRAFTKINGS INC.
222 BERKELEY STREET, 5TH FLOOR
BOSTON, MA 02116 		Chief Legal Officer

Signatures

/s/ Faisal Hasan, attorney-in-fact 12/11/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person acquired shares of Class A Common Stock of the Issuer upon the exercise of stock options.
(2) Represents the number of shares required to be sold by the Reporting Person to fund the option exercise price and related tax obligations.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.66 to $42.92, 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 this footnote 3 to this Form 4.
(4) These stock options were granted on November 7, 2017. As of the date hereof, all such remaining stock options have vested.
(5) On December 9, 2024, 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 500,000 shares (the "Base Amount") of the Issuer's Class A Common Stock on a settlement date following November 18, 2026 (the "Maturity Date"). In exchange for assuming this obligation, the Reporting Person will receive a cash payment of $17,645,693 by December 10, 2024. The Reporting Person pledged 500,000 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.
(6) The number of shares of the Issuer's Class A Common Stock to be delivered by the Reporting Person to the buyer on 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 the Maturity Date (the "Settlement Price") is less than $53.59 ("Cap Level") but greater than $38.46 ("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)
(7) (Continued from footnote 6 to this Form 4) (b) if the Settlement Price is equal to or greater than the Cap Level on the 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 the Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.