Sec Form 4 Filing - Liberman Paul @ DraftKings Inc. - 2023-02-27

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
Liberman Paul
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)
02/27/2023
(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 02/27/2023 A 500,000 A $ 0 ( 1 ) 1,465,420 D
Class A Common Stock 02/27/2023 A 127,617 A $ 0 ( 2 ) 1,593,037 D
Class A Common Stock 02/28/2023 A 500,000 A $ 0 ( 1 ) 2,093,037 D
Class A Common Stock 02/28/2023 A 127,617 A $ 0 ( 2 ) 2,220,654 D
Class A Common Stock 02/28/2023 S 278,634 D $ 18.78 ( 3 ) 1,942,020 D
Class A Common Stock 02/28/2023 M 13,584 A 1,955,604 D
Class A Common Stock 03/01/2023 S 281,704 D $ 18.64 ( 5 ) 1,673,900 D
Class A Common Stock 1,527,250 I Held by the Paul Liberman 2015 Revocable Trust
Class A Common Stock 272,357 I Held by the Paul Liberman 2020 Trust
Class A Common Stock 13,597 I Held by the Liberman Grantor Retained Annuity Trust of 2020
Class A Common Stock 200,000 I Held by the Rachel Nager Liberman 2015 Revocable Trust
Class A Common Stock 200,000 I Held by the Paul Liberman 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
Restricted Stock Units ( 5 ) ( 6 ) 02/28/2023 A 13,584 ( 7 ) ( 7 ) Class A Common Stock 13,584 $ 0 13,584 D
Restricted Stock Units ( 5 ) ( 6 ) 02/28/2023 M 13,584 ( 7 ) ( 7 ) Class A Common Stock 13,584 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Liberman Paul
C/O DRAFTKINGS INC.
222 BERKELEY STREET, 5TH FLOOR
BOSTON, MA02116
X See Remarks
Signatures
/s/ Faisal Hasan, attorney-in-fact 03/01/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the vesting of the restricted stock units ("RSUs") granted pursuant to the Issuer's 2020 Incentive Award Plan (the "Plan"), which vested upon the achievement of certain performance goals. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
( 2 )Represents the vesting of the performance-based restricted stock units ("PSUs") granted pursuant to the Plan, which vested upon the achievement of certain performance criteria. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
( 3 )Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs and PSUs. The "sell to cover" transactions were effected pursuant to a Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.53 to $19.53, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide 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 footnotes 3 and 5 to this Form 4.
( 4 )No shares of Class A Common Stock were transferred or sold upon the vesting of the RSUs.
( 5 )Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs and PSUs. The "sell to cover" transactions were effected pursuant to a Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.47 to $19.47, inclusive. See the last sentence of footnote 3 above.
( 6 )Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
( 7 )The RSUs were granted and became fully vested on February 28, 2023.

Remarks:
President, Global Technology and Product

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