Sec Form 13D Filing - Meckenzie Shalom filing for DraftKings Holdings Inc. (DKNG) - 2020-10-13

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

DraftKings Inc.

(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)

26142R104
(CUSIP Number)

Gil White
Ran Hai
c/o Herzog Fox & Neeman
Asia House, 4 Weizman St.
Tel Aviv 6423904, Israel
+972 3 692 2076
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 6, 2020
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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EXPLANATORY NOTE

This Schedule 13D/A constitutes Amendment No. 2 (& #x201C;Amendment No. 2”) to and amends and supplements the prior statement on Schedule 13D as filed on May 4, 2020, as amended by Amendment No. 1 as filed on June 25, 2020 (as amended, the “Schedule 13D”), relating to the Class A common stock (the “Common Stock”), par value $0.0001, of DraftKings Inc., a Nevada corporation (the “Issuer”). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Scheduled 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On October 6, 2020, in connection with a registered public secondary offering (the “Secondary Offering”) of 16,000,000 shares of Common Stock by selling stockholders, Mr. Meckenzie entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC (the “Underwriters”). Pursuant to the Underwriting Agreement, Mr. Meckenzie agreed to sell 6,949,088 shares of Common Stock to the Underwriters at a price of $50.83 per share (the “Share Sale”). The Share Sale closed on October 9, 2020. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, which is attached as Exhibit 7 hereto and is incorporated herein by reference.

Mr. Meckenzie plans to indirectly transfer his beneficial interest in 22,375,875 shares of Common Stock to a trust for the benefit of his spouse and children and remoter issue in the near future. Mr. Meckenzie does not expect to exercise, directly or indirectly, voting or investment power over shares of Common Stock controlled by such trust or to have a right to reacquire such shares, and as a result Mr. Meckenzie will no longer exercise voting or dispositive power over such shares of Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a) – (b) Mr. Meckenzie beneficially owns 23,611,173 shares of Common Stock after giving effect to the Share Sale, which represents 6.2% of the shares of Common Stock outstanding as of October 9, 2020 as set forth in the prospectus filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on October 6, 2020.

Except as set forth in this Item 5(a), Mr. Meckenzie does not beneficially owns any shares of Common Stock.

(c)          Except for the disposal of shares through the Share Sale, during the past 60 days Mr. Meckenzie has not effected any transactions in the Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Item 7. Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

         

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 13, 2020