Sec Form 4 Filing - Robins Jason @ DraftKings Inc. - 2020-06-18

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Robins Jason 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 X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O DRAFTKINGS INC., 222 BERKELEY STREET, 5TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/18/2020 (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 06/18/2020 M 548,862 ( 1 ) A $ 3.29 1,306,912 D Class A Common Stock 06/18/2020 M 548,862 ( 1 ) A $ 0.63 569,030 I Held by Robins Grantor Retained Annuity Trust of 2020 Class A Common Stock 20,567 I Held by Jason Robins Revocable Trust u/d/t January 8, 2014 Class A Common Stock 713,850 I Held by Robins Family LLC

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 Sec urity: 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 $ 3.29 06/18/2020 M 462,419 ( 1 ) ( 2 ) 04/18/2028 Class A Common Stock 462,419 $ 0 0 D Stock Option $ 3.29 06/18/2020 M 86,443 ( 1 ) ( 3 ) 05/03/2028 Class A Common Stock 86,443 $ 0 7,472,773 D Stock Option $ 0.63 06/18/2020 M 79,565 ( 1 ) ( 2 ) 09/22/2024 Class A Common Stock 79,565 $ 0 0 I Held by Robins Grantor Retained Annuity Trust of 2020 Stock Option $ 0.63 06/18/2020 M 289,812 ( 1 ) ( 2 ) 08/27/2025 Class A Common Stock 289,812 $ 0 0 I Held by Robins Grantor Retained Annuity Trust of 2020 Stock Option $ 0.63 06/18/2020 M 179,485 ( 1 ) ( 2 ) 02/18/2025 Class A Common Stock 179,485 $ 0 327,461 I Held by Robins Grantor Retained Annuity Trust of 2020

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Robins Jason C/O DRAFTKINGS INC. 222 BERKELEY STREET, 5TH FLOOR BOSTON, MA02116 X See Remarks Signatures /s/ Faisal Hasan, attorney-in-fact 06/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") of DraftKings Inc. exercised by the Reporting Person in connection with a public offering of shares of Class A Common Stock of the Issuer, pursuant to an Underwriting Agreement dated June 18, 2020. ( 2 )The options are vested and currently exercisable. ( 3 )The options were granted on May 3, 2018 and vest in accordance with the satisfaction of certain performance thresholds.

Remarks: Chief Executive Officer and Chairman of the Board. In addition, Jason Robins is the sole holder of 393,013,951 shares of Class B Common Stock of the Issuer, which are not registered securities.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.