Sec Form 4 Filing - Moore Ryan R @ DraftKings Inc. - 2022-05-05

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Moore Ryan R 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O DRAFTKINGS INC., 222 BERKELEY STREET, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/05/2022 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/05/2022 A 31,601 A 31,601 D Class A Common Stock 05/05/2022 A 6,555,608 A 6,555,608 I Held by Atlas Venture Fund VIII, L.P.( 3 ) Class A Common Stock 05/05/2022 A 765,616 A 765,616 I Held by Accomplice Fund I, L.P.( 4 ) Class A Common Stock 05/05/2022 A 147,846 A 147,846 I Held by Accomplice Management Holdings, LLC( 5 ) Class A Common Stock 05/05/2022 A 279,989 A 279,989 I Held by Accomplice Fund II, L.P.( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securiti es (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 Restricted Stock Units ( 7 )( 8 ) 05/05/2022 A 13,342 ( 9 ) ( 9 ) Class A Common Stock 13,342 ( 1 )( 2 )( 7 )( 8 ) 13,342 D Warrant for Common Stock $ 11.5( 10 ) 05/05/2022 A 4,649 05/23/2020 04/23/2025 Class A Common Stock 4,649 $ 0 4,649 I Held by Accomplice Fund I, L.P.( 4 ) Warrant for Common Stock $ 11.5( 10 ) 05/05/2022 A 1,700 05/23/2020 04/23/2025 Class A Common Stock 1,700 $ 0 1,700 I Held by Accomplice Fund II, L.P.( 6 ) Warrant for Common Stock $ 11.5( 10 ) 05/05/2022 A 726 05/23/2020 04/23/2025 Class A Common Stock 726 $ 0 726 I Held by Accomplice Management Holdings, LLC( 5 ) Warrant for Common Stock $ 11.5( 10 ) 05/05/2022 A 56,375 05/23/2020 04/23/2025 Class A Common Stock 56,375 $ 0 56,375 I Held by Atlas Venture Fund VIII, L.P.( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Moore Ryan R C/O DRAFTKINGS INC. 222 BERKELEY STREET, 5TH FLOOR BOSTON, MA02116 X Signatures /s/ Frank Castellucci, attorney-in-fact 05/09/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated August 9, 2021 (the "Merger Agreement"), between DraftKings Inc. (now known as DraftKings Holdings Inc.) ("Old DraftKings"), Golden Nugget Online Gaming, Inc., New Duke Holdco, Inc. (now known as DraftKings Inc.) ("New DraftKings"), Duke Merger Sub, Inc. ("DK Merger Sub") and Gulf Merger Sub, Inc., upon the consummation of the merger of DK Merger Sub with and into Old DraftKings at 12:01 a.m. Eastern Time on May 5, 2022 (the "DraftKings Merger"), each issued and outstanding share of Class A common stock, par value $0.0001 per share, of Old DraftKings ("Old DraftKings Class A Common Stock") was converted into the right to receive one share of Class A common stock, par value $0.0001 per share, of New DraftKings ("New DraftKings Class A Common Stock"). The acquisition of the New DraftKings Class A Common Stock is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange (continued on footnote 2) ( 2 )(Continued from footnote 1) Act"), pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act. Contemporaneously with the filing of this Form 4 to reflect the acquisition of New DraftKings Class A Common Stock by the Reporting Person in connection with the consummation of the DraftKings Merger, the Reporting Person is filing a Form 4 with respect to Old DraftKings to report the disposition by such Reporting Person of an equal number of shares of Old DraftKings Class A Common Stock in connection with the consummation of the DraftKings Merger. This Form 4 only reports the acquisition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect the purchase of securities by the Reporting Person. As used herein, the term "Class A Common Stock" refers to (i) Old DraftKings Class A Common Stock prior to the DraftKings Merger and (ii) New DraftKings Class A Common Stock following the DraftKings Merger, in each case, unless the context requires otherwise. ( 3 )The shares of Class A Common Stock and warrants to purchase Class A Common Stock are, in each case, held directly by Atlas VIII. Atlas Venture Associates VIII, L.P. ("Atlas Assoc VIII LP") is the sole general partner of Atlas VIII. Atlas Venture Associates VIII, Inc. ("Atlas Venture VIII Inc.") is the sole general partner of Atlas Assoc VIII LP. Mr. Moore disclaims beneficial ownership of all shares of Class A Common Stock for purposes of Section 16 of the Exchange Act ("Section 16"), except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 4 )The shares of Class A Common Stock and warrants to purchase Class A Common Stock are, in each case, held directly by Accomplice Fund I, L.P. ("ACC I"). Accomplice Associates I, LLC ("ACC Assoc I") is the sole general partner of ACC I. Mr. Moore is a Managing Member of ACC Assoc I. Mr. Moore disclaims beneficial ownership of all shares of Class A Common Stock for purposes of Section 16, except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 5 )The shares of Class A Common Stock and warrants to purchase Class A Common Stock are, in each case, held directly by Accomplice Management Holdings, LLC ("ACC Holdings"). Mr. Moore is a Class A Member of ACC Holdings. Mr. Moore disclaims beneficial ownership of all shares of Class A Common Stock for purposes of Section 16, except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 6 )The shares of Class A Common Stock and warrants to purchase Class A Common Stock are, in each case, held directly by Accomplice Fund II, L. P. ("ACC II"). Accomplice Associates II, LLC ("ACC Assoc II") is the sole general partner of ACC II. Mr. Moore is a Managing Member of ACC Assoc II. Mr. Moore disclaims beneficial ownership of all shares of Class A Common Stock for purposes of Section 16, except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 7 )Pursuant to the Merger Agreement and in connection with the consummation of the DraftKings Merger, each outstanding restricted stock unit denominated in Old DraftKings Class A Common Stock (collectively, the "Old DraftKings RSUs") was converted into an equivalent restricted stock unit denominated in New DraftKings Class A Common Stock (collectively, the "New DraftKings RSUs"), each of which represents a contingent right to receive one share of New DraftKings Class A Common Stock. Contemporaneously with the filing of this Form 4 to reflect the acquisition of New DraftKings RSUs by the Reporting Person in connection with the consummation of the DraftKings Merger, the Reporting Person is filing a Form 4 with respect to Old DraftKings to report the disposition by such Reporting Person of an equal number of Old DraftKings RSUs in connection with the consummation of the DraftKings Merger. (continued on footnote 8) ( 8 )(Continued from footnote 7) As This Form 4 only reports the acquisition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect the purchase of securities by the Reporting Person. As used herein, the term "RSUs" refers to (i) Old DraftKings RSUs prior to the DraftKings Merger and (ii) New DraftKings RSUs following the DraftKings Merger, in each case, unless the context requires otherwise. ( 9 )These RSUs were granted on May 3, 2022 and shall vest in full on the earlier of (i) the next annual meeting of the stockholders of New DraftKings following the grant date and (ii) the first anniversary of the grant date. ( 10 )Each warrant to purchase Class A Common Stock is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share.

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