Sec Form 4 Filing - Salter John S. @ DraftKings Inc. - 2021-08-25

Insider filing report for Changes in Beneficial Ownership
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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
Salter John S.
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)
08/25/2021
(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 08/25/2021 S 12,637 D $ 60.03 ( 1 ) 16,743,300 I See footnote ( 2 )
Class A Common Stock 08/25/2021 J 4,446,336 D 12,296,964 I See footnote ( 3 )
Class A Common Stock 08/26/2021 S 77,052 D $ 60.12 ( 4 ) 12,219,912 I See footnote ( 5 )
Class A Common Stock 08/27/2021 S 31,227 D $ 60 ( 6 ) 12,188,685 I See footnote ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Salter John S.
C/O DRAFTKINGS INC.
222 BERKELEY STREET, 5TH FLOOR
BOSTON, MA02116
X
Signatures
By: /s/ Faisal Hasan, attorney-in-fact 08/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This price is a weighted average price. These shares (the "Shares") of Class A Common Stock of DraftKings Inc. were sold in multiple transactions at prices ranging from $60.00 to $60.14, inclusive. The reporting person undertakes to provide Issuer, 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 ranges set forth in this explanatory note.
( 2 )These Shares were sold by The Raine Group LLC pursuant to a plan of distribution (each such plan referenced herein, a "Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended ("Rule 10b5-1"), that it adopted on May 21, 2021. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the Shares for purposes of Section 16 or for any other purpose.
( 3 )On March 19, 2021, each of RPII DK LLC (the "LLC") and Raine Partners II LP ("Raine Partners II") adopted a Plan. On August 25, 2021, the LLC distributed pursuant to its Plan 5,525,289 Shares to Raine Partners II, its sole member, for no consideration. On the same date, Raine Partners II distributed pursuant to its Plan 4,446,336 Shares to its unaffiliated partners, pro rata in accordance with their respective interests in Raine Partners II for no consideration, and 1,078,953 Shares to Raine Associates II LP ("Raine Associates") for no consideration.
( 4 )This price is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $60.00 to $60.32, inclusive. The reporting person undertakes to provide Issuer, 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 ranges set forth in this explanatory note.
( 5 )These shares were sold by Raine Associates pursuant to a Plan it adopted on May 25, 2021. The Reporting Person disclaims beneficial ownership of the Shares except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the Shares for purposes of Section 16 or for any other purpose.
( 6 )This price is a weighted average price. These Shares were sold in multiple transactions at prices ranging from $60.00 to $60.03, inclusive. The reporting person undertakes to provide Issuer, 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 ranges set forth in this explanatory note.

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).
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