Sec Form 4 Filing - Robins Jason @ DraftKings Inc. - 2022-05-12

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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)
05/12/2022
(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 05/12/2022 M 38,217 A 4,298,466 D
Class A Common Stock 05/12/2022 F 16,994 D $ 11.37 4,281,472 D
Class A Common Stock 05/12/2022 M 113,598( 3 ) A $ 3.29 4,395,070 D
Class A Common Stock 05/12/2022 M 69,989( 3 ) A $ 4.7 4,465,059 D
Class A Common Stock 83,000 I Held by the Robins Family GST Trust 2021
Class A Common Stock 141,092 I Held by Robins September 2020 Grantor Retained Annuity 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
Restricted Stock Units ( 1 ) 05/12/2022 M 38,217 ( 2 ) ( 2 ) Class A Common Stock 38,217 $ 0 573,251 D
Stock Option $ 3.29 05/12/2022 M 113,598( 3 ) ( 5 ) 04/18/2028 Class A Common Stock 113,598 $ 0 0 D
Stock Option $ 4.7 05/12/2022 M 69,989( 3 ) ( 4 ) 06/04/2029 Class A Common Stock 69,989 $ 0 350,004 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 05/13/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )No shares of Class A Common Stock were transferred or sold upon the vesting of the restricted stock units other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 38,217 shares of Class A Common Stock underlying the restricted stock units listed in Table II, and 16,994 shares of Class A Common Stock withheld by the Issuer. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
( 2 )On February 9, 2022, the Reporting Person was granted 611,468 RSUs vesting quarterly over four (4) years.
( 3 )The Reporting Person acquired shares of Class A Common Stock of the Issuer after the exercise of options and paid the aggregate exercise price and the tax withholdings in cash.
( 4 )These Stock Options were granted on June 4, 2019. As of the date hereof, zero (0) of such Stock Options have vested. The remaining Stock Options will vest in five (5) equal quarterly installments beginning on June 1, 2022.
( 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).

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.