Sec Form 4 Filing - Liberman Paul @ DraftKings Inc. - 2023-11-09

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 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) 11/09/2023 (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 11/09/2023 M 2,518 ( 1 ) A $ 4.7 1,765,267 D Class A Common Stock 11/09/2023 M 28,308 A 1,793,575 D Class A Common Stock 11/09/2023 F 13,687 D $ 34.81 1,779,888 D Class A Common Stock 11/10/2023 M 276 A 1,780,164 D Class A Common Stock 11/10/2023 F 108 D $ 29.57 1,780,056 D Class A Common Stock 11/10/2023 M 2,818 A 1,196,734 I Held by the Paul Liberman 2015 Revocable Trust Class A Common Stock 11/10/2023 F 1,096 D $ 29.57 1,195,638 I Held by the Paul Liberman 2015 Revocable Trust Class A Common Stock 11/10/2023 M 3,698 A 276,055 I Held by the Paul Liberman 2020 Trust Class A Common Stock 11/10/2023 F 1,438 D $ 29.57 274,617 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 Stock Option $ 4.7 11/09/2023 M 2,518 ( 4 ) 06/04/2029 Class A Common Stock 2,518 $ 0 110,118 D Restricted Stock Units ( 2 ) 11/09/2023 M 28,308 ( 5 ) ( 5 ) Class A Common Stock 28,308 $ 0 254,779 D Warrants for Common Stock $ 11.5 ( 6 ) 11/10/2023 M 276 05/23/2020 04/23/2025 Class A Common Stock 276 $ 0 0 D Warrants for Common Stock $ 11.5 ( 6 ) 11/10/2023 M 2,818 05/23/2020 04/23/2025 Class A Common Stock 2,818 $ 0 0 I Held by the Paul Liberman 2015 Revocable Trust Warrants for Common Stock $ 11.5 ( 6 ) 11/10/2023 M 3,698 05/23/2020 04/23/2025 Class A Common Stock 3,698 $ 0 0 I Held by the Paul Liberman 2020 Trust

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 11/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person acquired shares of Class A Common Stock of the Issuer after the exercise of stock options in an exercise-and-hold transaction, and paid the aggregate exercise price and the tax withholdings in cash. ( 2 )No shares of Class A Common Stock were transferred or sold upon the vesting of the restricted stock units ("RSUs") other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 28,308 shares of Class A Common Stock underlying the RSU listed in Table II, and 13,687 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. ( 3 )The Reporting Person acquired shares of Class A Common Stock of the Issuer after the exchange of warrants for common stock for $11.50 per share on a cashless basis in a private transaction entered into between the Reporting Person and the Issuer. The Reporting Person received the net of 6,792 shares of Class A Common Stock underlying the warrants for common stock listed in Table II, and 2,642 shares of Class A Common Stock withheld by the issuer in consideration of the exercise of the warrants for common stock. ( 4 )These stock options were granted on June 4, 2019. As of the date hereof, all these stock options are vested and currently exercisable. On March 3, 2023, the Reporting Person's options were reported on a disaggregated basis, excluding 110,200 options from the Reporting Person's beneficial holdings on Column 9 previously reported on May 9, 2022. The number of options in Column 9 now reflects the aggregated beneficial holdings of the Reporting Person. ( 5 )On February 9, 2022, the Reporting Person was granted 452,940 RSUs vesting quarterly over four (4) years. ( 6 )Each warrant to purchase Class A Common Stock is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share.

Remarks: President, Global Technology and Product

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.