Sec Form 4 Filing - Dodge R Stanton @ DraftKings Inc. - 2024-02-08

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 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 (MM/DD/YY) 02/08/2024 (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 02/08/2024 M 52,777 ( 2 ) A $ 2.95 886,340 D Class A Common Stock 02/08/2024 S( 3 ) 686,101 D $ 43.06 ( 4 ) 200,239 D Class A Common Stock 02/09/2024 M 14,154 A 214,393 D Class A Common Stock 02/09/2024 F 6,193 D $ 43.38 208,200 D

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 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 02/08/2024 M 52,777 ( 5 ) 11/07/2027 Class A Common Stock 52,777 $ 0 314,807 D Restricted Stock Units ( 1 ) 02/09/2024 M 14,154 ( 6 ) ( 6 ) Class A Common Stock 14,154 $ 0 113,235 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, MA02116 Chief Legal Officer Signatures /s/ Faisal Hasan, attorney-in-fact 02/09/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )No shares of Class A Common Stock were transferred or sold upon the vesting of the restricted stock units ("RSUs") other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 14,154 shares of Class A Common Stock underlying the RSUs listed in Table II, and 6,193 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. ( 2 )The Reporting Person acquired shares of Class A Common Stock of the Issuer upon the exercise of stock options and payment of the aggregate exercise price in cash. ( 3 )The reported sale was made pursuant to a pre-arranged program for selling shares of Class A Common Stock adopted on February 26, 2023 pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.62 to $43.43, 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 4 to this Form 4. ( 5 )These stock options were granted on November 7, 2017. As of the date hereof, all such remaining stock options have vested. ( 6 )On February 9, 2022, the Reporting Person was granted 226,470 RSUs vesting quarterly over four (4) years.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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