Washington, D.C. 20549
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 26142R104
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13D
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Page 2 of 5 pages
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1
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Names of Reporting Persons
Shalom Meckenzie
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2
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of Organization
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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Sole Voting Power
2,652,329
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
2,652,329
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,652,329
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☒
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13
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Percent of Class Represented by Amount in Row (11)
0.7
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14
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Type of Reporting Person
IN
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CUSIP No. 26142R104
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13D
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Page 3 of 5 pages
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EXPLANATORY NOTE
This Schedule 13D/A constitutes Amendment No. 3 (“Amendment No. 3”) to and amends and supplements the prior statement on Schedule 13D as
filed on May 4, 2020 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 to the Original Schedule 13D filed on June 25, 2020 and Amendment No. 2 to the Original Schedule 13D filed on October 13, 2020 (“Amendment No. 2”),
relating to the Class A common stock (the “Common Stock”), par value $0.0001, of DraftKings Inc., a Nevada corporation (the “Issuer”).
Each Item below amends and supplements the information disclosed under the corresponding Item of the Original Schedule 13D as described
below. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings
ascribed to them in the Original Schedule 13D. Information given in response to each Item shall be deemed incorporated by reference in all other Items, as applicable.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On May 26, 2021, Mr. Meckenzie transferred his beneficial interest in 19,075,875 shares of Common Stock
(the “Shares”) for no consideration to a trust for the benefit of his spouse and children and remoter issue and for which an independent trustee has been appointed (the “Trust”), and the Trust immediately transferred the Shares to a company (the
“Company”) wholly-owned by the Trust (the “Transfers”). Mr. Meckenzie does not exercise voting or dispositive power over the Shares or have a right to reacquire the Shares. As a result of the Transfers, Mr. Meckenzie no longer has or shares, directly
or indirectly, voting or investment power over the Shares.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) – (b) Mr. Meckenzie beneficially owns 2,652,329 shares of Common
Stock after giving effect to the Transfers and the 10b5-1 Sale (defined below), which represent 0.7% of the 400,980,887 shares of Common Stock outstanding as of May 5, 2021 as set forth in the Issuer’s Quarterly Report on Form 10-Q filed
with the United States Securities and Exchange Commission on May 7, 2021.
(c) On May 27, 2021, Mr. Meckenzie sold 660,000 shares of Common Stock in
a broker transaction at a weighted average price of $50.005 per share, ranging from $50.00 to $50.09 (the “10b5-1 Sale”), pursuant to a Rule 10b5-1 trading plan adopted by Mr. Meckenzie on March 19, 2021.
Except for the Transfers, the 10b5-1 Sale, the vesting of 200 restricted stock units on May 4, 2021 and
the vesting of 12,129 restricted stock units on April 28, 2021, during the past 60 days Mr. Meckenzie has not effected any transactions in the Common Stock.
(e) Mr.
Meckenzie ceased to be the beneficial owner of more than five percent of the Common Stock on May 26, 2021.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
In connection with the Transfers referred to in Item 4 above, Mr. Meckenzie and the Trust entered into
a Deed of Addition and Acceptance pursuant to which Mr. Meckenzie has agreed to transfer the Shares to the Trust and the Trust has agreed to immediately transfer the Shares to the Company and to cause the Company to assume the rights and obligations
of Mr. Meckenzie under any contract relating to the Shares. Similarly, the Trust and the Company entered into a Contribution Agreement pursuant to which the Trust has agreed to transfer the Shares to the Company and the Company has agreed to assume
the rights and obligations of Mr. Meckenzie under any contract relating to the Shares,
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Page 4 of 5 pages
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either by becoming a party to such agreement or entering into a new agreement on substantially similar terms, including with respect to any transfer restrictions that are currently in place.
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Page 5 of 5 pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: May 28, 2021
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SHALOM MECKENZIE
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By:
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/s/ Shalom Meckenzie
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Name:
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Shalom Meckenzie
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