Sec Form 5 Filing - Levin Woodrow @ DraftKings Inc. - 2020-12-31

FORM 5 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 Levin Woodrow 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) 12/31/2020 (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 11/30/2020 G( 1 ) V 229,810 D $ 0 0 D Class A Common Stock 11/30/2020 G( 1 ) V 114,905 A $ 0 114,905 I Held by Levin 2020 Irrevocable Trust Class A Common Stock 11/30/2020 G( 1 ) V 114,905 A $ 0 114,905 I Held by Levin Family 2020 Irrevocable Trust

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 Employee Stock Option $ 3.29 11/30/2020 G( 2 ) V 64,018 ( 3 ) 05/03/2028 Class A Common Stock 64,018 $ 0 ( 2 ) 0 D Employee Stock Option $ 3.29 11/30/2020 G( 2 ) V 32,009 ( 3 ) 05/03/2028 Class A Common Stock 32,009 $ 0 ( 2 ) 32,009 I Held by Levin 2020 Irrevocable Trust Employee Stock Option $ 3.29 11/30/2020 G( 2 ) V 32,009 ( 3 ) 05/03/2028 Class A Common Stock 32,009 $ 0 ( 2 ) 32,009 I Held by Levin Family 2020 Irrevocable Trust Employee Stock Option $ 4.7 11/30/2020 G( 2 ) V 48,856 ( 4 ) 06/04/2029 Class A Common Stock 48,856 $ 0 ( 2 ) 0 D Employee Stock Option $ 4.7 11/30/2020 G( 2 ) V 24,428 ( 4 ) 06/04/2029 Class A Common Stock 24,428 $ 0 ( 2 ) 24,428 I Held by Levin 2020 Irrevocable Trust Employee Stock Option $ 4.7 11/30/2020 G( 2 ) V 24,428 ( 4 ) 06/04/2029 Class A Common Stock 24,428 $ 0 ( 2 ) 24,428 I Held by Levin Family 2020 Irrevocable Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Levin Woodrow C/O DRAFTKINGS INC. 222 BERKELEY STREET, 5TH FLOOR BOSTON, MA02116 X Signatures /s/ Faisal Hasan, attorney-in-fact 01/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the bona fide gifts of the Issuer's Class A Common Stock to the Levin 2020 Irrevocable Trust and the Levin Family 2020 Irrevocable Trust, each for the benefit of the Reporting Person's immediate family. The gifts were effected through the transfer of the Issuer's Class A Common Stock to Delaware limited liability companies that were wholly-owned by the Reporting Person and the subsequent contribution of the membership interests of the limited liability companies to the Levin 2020 Irrevocable Trust and the Levin Family 2020 Irrevocable Trust. There was no purchase or sale of shares of Class A Common Stock in connection with the transfers. ( 2 )Represents the bona fide gifts of the Issuer's stock options to the Levin 2020 Irrevocable Trust and the Levin Family 2020 Irrevocable Trust, each for the benefit of the Reporting Person's immediate family. The gifts were effected through the transfer of the Issuer's stock options to Delaware limited liability companies that were wholly-owned by the Reporting Person and the subsequent contribution of the membership interests of the limited liability companies to the Levin 2020 Irrevocable Trust and the Levin Family 2020 Irrevocable Trust. There was no purchase or sale of stock options in connection with the transfers. ( 3 )The options are vested and currently exercisable. ( 4 )The options were granted on June 4, 2019. 20,356 options held by Levin 2020 Irrevocable Trust are vested and currently exercisable and 20,356 options held by Levin Family 2020 Irrevocable Trust are vested and currently exercisable. The remaining 4,072 options held by Levin 2020 Irrevocable Trust and the remaining 4,072 options held by Levin Family 2020 Irrevocable Trust will each vest in equal monthly installments until June 1, 2021.

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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