Statement of Changes in Beneficial Ownership (4)
April 27 2020 - 5:28PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
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Salter John S. |
2. Issuer Name and Ticker or Trading Symbol
DraftKings Inc.
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DKNG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 4/23/2020 | | A | | 24831567 | A | (1)(2) | 24831567 | I | Held by RPII DK LLC |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrant for Common Stock | $11.50 (3) | 4/23/2020 | | A | | 152190 | | 5/23/2020 (4) | 4/23/2025 (4) | Class A Common Stock | 152190 | $0.00 (5) | 152190 | I | Held by RPII DK LLC |
Earnout Rights | (6) | 4/23/2020 | | J (6) | | 231508 | | (6) | 4/23/2024 | Class A Common Stock | 231508 | (6) | 1 | I | Held by RPII DK LLC |
Explanation of Responses: |
(1) | Received in exchange for 60,099,917 shares of common stock of DraftKings Inc., a Delaware corporation ("Former DraftKings"), 1,619,336 shares of Former DraftKings Series E-1 Preferred Stock pre-conversion per its terms and 7,844,490 shares of Former DraftKings Series F Preferred Stock, in each case, pursuant to the Business Combination Agreement, dated as of December 22, 2019, by and among Diamond Eagle Acquisition Corp. ("DEAC"), 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 |
(2) | (Continued from footnote 1) 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"). |
(3) | Each warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment. |
(4) | Each warrant becomes exercisable 30 days after the completion of the business combination and expires five years after the completion of the businesscombination or earlier upon redemption or liquidation, as described under the heading "Description of New DraftKings Securities - Warrants " in theRegistration Statement on Form S-4 (File No. 333-235805). |
(5) | Received pursuant to the BCA. |
(6) | On April 23, 2020 (the "Closing Date"), RPII DK LLC received the right to acquire 231,508 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Salter John S. C/O DRAFTKINGS INC. 222 BERKELEY STREET, 5TH FLOOR BOSTON, MA 02116 | X |
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Signatures
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/s/ Faisal Hasan, attorney-in-fact | | 4/27/2020 |
**Signature of Reporting Person | Date |
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