Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Dodge R Stanton	2. Issuer Name and Ticker or Trading Symbol DraftKings Inc. [ DKNG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Legal Officer
(Last) (First) (Middle) C/O DRAFTKINGS INC., 222 BERKELEY STREET, 5TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 4/23/2020
(Street) BOSTON, MA 02116 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option	$2.94	4/23/2020		A		1814401		⁽¹⁾	11/7/2027	Class A Common Stock	1814401	⁽²⁾	1814401	D
Stock Option	$2.94	4/23/2020		A		1814401		⁽³⁾	11/7/2027	Class A Common Stock	1814401	⁽⁴⁾	1814401	D
Stock Option	$3.28	4/23/2020		A		90634		⁽⁵⁾	4/18/2028	Class A Common Stock	90634	⁽⁶⁾	90634	D
Stock Option	$3.28	4/23/2020		A		201578		⁽⁷⁾	5/3/2028	Class A Common Stock	201578	⁽⁸⁾	201578	D
Stock Option	$4.69	4/23/2020		A		176814		⁽⁹⁾	6/4/2029	Class A Common Stock	176814	⁽¹⁰⁾	176814	D
Stock Option	$4.69	4/23/2020		A		88407		⁽¹¹⁾	6/4/2029	Class A Common Stock	88407	⁽¹²⁾	88407	D
Restricted Stock Units	⁽¹³⁾	4/23/2020		A		396333		⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	396333	$0.00 ⁽¹⁵⁾	396333	D
Earnout Rights	⁽¹⁶⁾	4/23/2020		J ⁽¹⁶⁾		39029		⁽¹⁶⁾	4/23/2024	Class A common Stock	39029	⁽¹⁶⁾	1	D

Explanation of Responses:
(1)	The options were granted on November 7, 2017. 1,020,600 options have vested. The remaining options will vest in seven (7) equal quarterly installments beginning May 7, 2020 (pro rata for partial periods).
(2)	Received pursuant to the Business Combination Agreement, dated as of December 22, 2019, by and among Diamond Eagle Acquisition Corp. ("DEAC"), DraftKings Inc., a Delaware corporation ("Former DraftKings"), SBTech (Global) Limited, a company limited by shares incorporated in Gibraltar and continued as a company under the Isle of Man Companies Act 2006 ("SBT"), the shareholders of SBT ("SBT Sellers"), Shalom Meckenzie, in his capacity as the SBT Sellers' representative, DEAC NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of DEAC (and upon consummation of the business combination, the surviving "Issuer" as renamed "DraftKings Inc."), and DEAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of DEAC (as amended by Amendment No. 1, dated as of April 7, 2020, the "BCA") in exchange for an option to purchase 5,130,819 shares of Former DraftKings common stock.
(3)	The options were granted on November 7, 2017. The options will vest subject to satisfaction of certain performance thresholds.
(4)	Received pursuant to the BCA in exchange for an option to purchase 5,130,819 shares of Former DraftKings common stock.
(5)	The option is vested and currently exercisable.
(6)	Received pursuant to the BCA in exchange for an option to purchase 256,298 shares of Former DraftKings common stock.
(7)	The options were granted on May 3, 2018. The options will vest subject to satisfaction of certain performance thresholds.
(8)	Received pursuant to the BCA in exchange for an option to purchase 570,031 shares of Former DraftKings common stock.
(9)	The options were granted on June 4, 2019. 33,152 options have vested. The remaining options will vest in thirteen (13) equal quarterly installments beginning June 1, 2020.
(10)	Received pursuant to the BCA in exchange for an option to purchase 500,000 shares of Former DraftKings common stock.
(11)	The options were granted on June 4, 2019 and will vest subject to satisfaction of certain performance thresholds.
(12)	Received pursuant to the BCA in exchange for an option to purchase 250,000 shares of Former DraftKings common stock.
(13)	Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
(14)	The restricted stock units were granted on April 22, 2020 and will vest subject to satisfaction of certain performance thresholds.
(15)	Received pursuant to the BCA in exchange for 1,120,762 restricted stock units of Former DraftKings.
(16)	On April 23, 2020 (the "Closing Date"), Mr. Dodge received the right to acquire 39,029 shares of the Issuer's Class A Common Stock pursuant to the BCA, (i) one-third of which will be released from escrow if (a) the volume weighted average share price of Class A Common Stock for at least 20 of any 30 consecutive trading days following the Closing Date (the "VWAP") is at least $12.50 or (b) the Issuer consummates a transaction resulting in its stockholders being able to exchange their shares for cash, securities or other property with a per share value ("Qualifying Value") of at least $12.50; (ii) one-third if (a) the VWAP is at least $14.00 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $14.00; and (iii) one-third if (a) the VWAP is at least $16.00 or (b) the Issuer consummates a transaction with a Qualifying Value of at least $16.00. Any shares not eligible to be released within 4 years of the Closing Date will be forfeited and canceled.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dodge R Stanton C/O DRAFTKINGS INC. 222 BERKELEY STREET, 5TH FLOOR BOSTON, MA 02116			Chief Legal Officer