Sec Form 4 Filing - Robins Jason @ DraftKings Inc. - 2020-08-11

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 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) 08/11/2020 (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 08/12/2020 M 150,000 ( 1 ) A $ 3.29 1,558,050 D Class A Common Stock 08/12/2020 M 37,500 ( 1 ) A $ 0.26 1,595,550 D Class A Common Stock 20,168 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 6,594 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 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 ( 2 ) 08/11/2020 A 185,396 ( 3 ) ( 3 ) Class A Common Stock 185,396 $ 0 185,396 D Employee Stock Option $ 3.29 08/12/2020 M 150,000 ( 1 ) ( 4 ) 04/18/2028 Class A Common Stock 150,000 $ 0 533,788 D Employee Stock Option $ 0.26 08/12/2020 M 37,500 ( 1 ) ( 5 ) 07/12/2023 Class A Common Stock 37,500 $ 0 67,942 D

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 08/13/2020 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 (the "Exercise"). Such shares of Class A Common Stock received by the Reporting Person in connection with the Exercise are subject to the restrictions set forth in that certain Lock-Up Agreement, dated June 18, 2020, between the Reporting Person and the Underwriters (as defined therein) (the "Lock-Up Agreement") . The Exercise is permitted by the Lock-up Agreement and no shares of Class A Common Stock were sold in connection with the Exercise. ( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. ( 3 )The restricted stock units were granted on August 11, 2020 and vest quarterly over 4 years from April 23, 2020, with the vesting of the first tranche occurring on September 12, 2020. ( 4 )The options were granted on April 18, 2018. Of the remaining derivative securities following this transaction, 136,195 options have vested and are exercisable and 397,593 options remain unvested. ( 5 )The options are vested and currently exercisable.

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).

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