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 ^* Robins Jason	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/YYYY) 5/21/2020
(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)
Class A Common Stock	5/21/2020		M		171354	A	⁽¹⁾	758050	D
Class A Common Stock	5/21/2020		M		190	A	⁽¹⁾	20567	I	Held by Jason Robins Revocable Trust u/d/t January 8, 2014
Class A Common Stock	5/21/2020		M		6594	A	⁽¹⁾	713850	I	Held by Robins Family Trust LLC
Class A Common Stock	5/21/2020		M		20168	A	⁽¹⁾	20168	I	Held by Robins Grantor Retained Annuity Trust of 2020

*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)
Earnout Rights	⁽¹⁾	5/21/2020		M			171354	⁽¹⁾	4/23/2024	Class A Common Stock	171354	⁽¹⁾	0	D
Earnout Rights	⁽¹⁾	5/21/2020		M			190	⁽¹⁾	4/23/2024	Class A Common Stock	190	⁽¹⁾	0	I	Held by Jason Robins Revocable Trust u/d/t January 8, 2014
Earnout Rights	⁽¹⁾	5/21/2020		M			6594	⁽¹⁾	4/23/2024	Class A Common Stock	6594	⁽¹⁾	0	I	Held by Robins Family Trust LLC
Earnout Rights	⁽¹⁾	5/21/2020		M			20168	⁽¹⁾	4/23/2024	Class A Common Stock	20168	⁽¹⁾	0	I	Held by Robins Grantor Retained Annuity Trust of 2020

Explanation of Responses:

(1)

The shares of Class A Common Stock of the Issuer reported on this Form 4 were released from escrow and distributed to the Reporting Person pursuant to Section 1.8 of that certain Business Combination Agreement, dated as of December 22, 2019 (as amended by Amendment No. 1 thereto, dated as of April 7, 2020) (the "earnout rights"). The number of shares issuable pursuant to the earnout rights was determined, and the Reporting Person's right to receive such shares subject to the earnout rights became fixed and irrevocable, on April 23, 2020, the closing date of the business combination.

Remarks:
Chief Executive Officer and Chairman of the Board. In addition, Jason Robins is the sole holder of 393,013,951 shares of Class B Common Stock of the Issuer, which are not registered securities.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Robins Jason C/O DRAFTKINGS INC. 222 BERKELEY STREET, 5TH FLOOR BOSTON, MA 02116	X		See Remarks