Sec Form 4 Filing - MURRAY STEVEN JOSEPH @ DraftKings Inc. - 2021-12-13

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
MURRAY STEVEN JOSEPH
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)
12/13/2021
(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 12/13/2021 M 47,317 A $ 11.5 47,317 I Held by Revolution Growth III, LP( 1 )
Class A Common Stock 12/13/2021 D( 2 ) 16,610 D $ 32.76 30,707 I Held by Revolution Growth III, LP( 1 )
Class A Common Stock 12/14/2021 S 30,707 D $ 27.92( 3 ) 0 I Held by Revolution Growth III, LP( 1 )
Class A Common Stock 28,154 D
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
Warrant for Common Stock $ 11.5 12/13/2021 M 47,317 05/23/2020 04/23/2025 Class A Common Stock 47,317 $ 0 0 I Held by Revolution Growth III, LP( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MURRAY STEVEN JOSEPH
C/O DRAFTKINGS INC.
222 BERKELEY STREET, 5TH FLOOR
BOSTON, MA02116
X
Signatures
/s/ Steven Joseph Murray 12/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person is the operating manager and a member of the investment committee of the ultimate general partner of Revolution Growth III, LP ("RG3") and may be deemed to have sole voting and shared dispositive power with respect to the securities held by RG3. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 2 )On December 13, 2021, RG3 exercised a warrant to purchase 47,317 shares of the Issuer's Class A Common Stock for $11.50 a share. RG3 paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 16,610 of the warrant shares to pay the exercise price and issuing to RG3 the remaining 30,707 shares.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.70 to $28.28 inclusive. The Reporting Person undertakes to provide to the 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 range set forth in this footnote.

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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