Officer Kalish Matthew exercised 458,882 shares at a strike of $3.19, covered exercise/tax liability with 17,078 shares and sold $17,625,625 worth of shares (420,000 units at $41.97), increasing direct ownership by 0.46% to 4,140,509 units (SEC Form 4)
$DKNG
Services-Misc. Amusement & Recreation
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DraftKings Inc. [ DKNG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/01/2025 | M | 22,059 | A | (1) | 4,143,732 | D | |||
| Class A Common Stock | 03/01/2025 | F | 10,666 | D | $43.86 | 4,133,066 | D | |||
| Class A Common Stock | 03/01/2025 | M | 9,649 | A | (2) | 4,142,715 | D | |||
| Class A Common Stock | 03/01/2025 | F | 4,666 | D | $43.86 | 4,138,049 | D | |||
| Class A Common Stock | 03/03/2025 | M | 157,826(3) | A | $3.82 | 4,295,875 | D | |||
| Class A Common Stock | 03/03/2025 | M | 52,174(3) | A | $3.29 | 4,348,049 | D | |||
| Class A Common Stock | 03/03/2025 | S | 50,532(4) | D | $41.84(5) | 4,297,517 | D | |||
| Class A Common Stock | 03/03/2025 | S | 43,146(4) | D | $43.1(6) | 4,254,371 | D | |||
| Class A Common Stock | 03/03/2025 | S | 116,322(4) | D | $44.05(7) | 4,138,049 | D | |||
| Class A Common Stock | 03/03/2025 | M | 3,251 | A | (8) | 4,141,300 | D | |||
| Class A Common Stock | 03/03/2025 | F | 791 | D | $47.29 | 4,140,509 | D | |||
| Class A Common Stock | 03/03/2025 | M | 40 | A | (9) | 196,319 | I | Held by Kalish Family 2020 Irrevocable Trusts | ||
| Class A Common Stock | 03/03/2025 | F | 10 | D | $47.29 | 196,309 | I | Held by Kalish Family 2020 Irrevocable Trusts | ||
| Class A Common Stock | 03/03/2025 | M | 3,883 | A | (10) | 3,883 | I | Held by Matthew P. Kalish 2020 Trust | ||
| Class A Common Stock | 03/03/2025 | F | 945 | D | $47.29 | 2,938 | I | Held by Matthew P. Kalish 2020 Trust | ||
| Class A Common Stock | 03/04/2025 | M | 189,927(3) | A | $3.29 | 4,330,436 | D | |||
| Class A Common Stock | 03/04/2025 | M | 20,073(3) | A | $3.29 | 4,350,509 | D | |||
| Class A Common Stock | 03/04/2025 | S | 92,672(4) | D | $39.77(11) | 4,257,837 | D | |||
| Class A Common Stock | 03/04/2025 | S | 50,530(4) | D | $40.91(12) | 4,207,307 | D | |||
| Class A Common Stock | 03/04/2025 | S | 65,570(4) | D | $41.53(13) | 4,141,737 | D | |||
| Class A Common Stock | 03/04/2025 | S | 1,228(4) | D | $42.28(14) | 4,140,509 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 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: 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 | ||||||||
| Restricted Stock Units | (1) | 03/01/2025 | M | 22,059 | (15) | (15) | Class A Common Stock | 22,059 | $0.00 | 176,470 | D | ||||
| Restricted Stock Units | (2) | 03/01/2025 | M | 9,649 | (16) | (16) | Class A Common Stock | 9,649 | $0.00 | 115,794 | D | ||||
| Stock Option | $3.82 | 03/03/2025 | M | 157,826 | (17) | 05/03/2027 | Class A Common Stock | 157,826 | $0.00 | 0 | D | ||||
| Stock Option | $3.29 | 03/03/2025 | M | 52,174 | (18) | 04/18/2028 | Class A Common Stock | 52,174 | $0.00 | 189,927 | D | ||||
| Warrant for Common Stock | $11.5(8) | 03/03/2025 | M | 3,251 | 05/23/2020 | 04/23/2025 | Class A Common Stock | 3,251 | $0.00 | 0 | D | ||||
| Warrant for Common Stock | $11.5(9) | 03/03/2025 | M | 40 | 05/23/2020 | 04/23/2025 | Class A Common Stock | 40 | $0.00 | 0 | I | Held by Kalish Family 2020 Irrevocable Trusts | |||
| Warrant for Common Stock | $11.5(10) | 03/03/2025 | M | 3,883 | 05/23/2020 | 04/23/2025 | Class A Common Stock | 3,883 | $0.00 | 0 | I | Held by Matthew P. Kalish 2020 Trust | |||
| Stock Option | $3.29 | 03/04/2025 | M | 189,927 | (18) | 04/18/2028 | Class A Common Stock | 189,927 | $0.00 | 0 | D | ||||
| Stock Option | $3.29 | 03/04/2025 | M | 20,073 | (19) | 05/03/2028 | Class A Common Stock | 20,073 | $0.00 | 1,113,488 | D | ||||
| Explanation of Responses: |
| 1. 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 22,059 shares of Class A Common Stock underlying the RSUs listed in Table II, and 10,666 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. |
| 2. No shares of Class A Common Stock were transferred or sold upon the vesting of the RSUs other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 9,649 shares of Class A Common Stock underlying the RSUs listed in Table II, and 4,666 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 exercise of stock options and paid the aggregate exercise price and the tax withholdings in cash. |
| 4. The reported sales were made pursuant to a pre-arranged program for selling shares of Class A Common Stock adopted on November 27, 2024 pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.53 to $42.46, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes 5, 6, 7, 11, 12, 13 and 14 to this Form 4. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $42.63 to $43.61, inclusive. See the last sentence of footnote 5 to this Form 4 above. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $43.63 to $44.48, inclusive. See the last sentence of footnote 5 to this Form 4 above. |
| 8. 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 3,251 shares of Class A Common Stock underlying the warrants for common stock listed in Table II, and 791 shares of Class A Common Stock withheld by the issuer in consideration of the exercise of the warrants for common stock. 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. |
| 9. 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 40 shares of Class A Common Stock underlying the warrants for common stock listed in Table II, and 10 shares of Class A Common Stock withheld by the issuer in consideration of the exercise of the warrants for common stock. 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. |
| 10. 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 3,883 shares of Class A Common Stock underlying the warrants for common stock listed in Table II, and 945 shares of Class A Common Stock withheld by the issuer in consideration of the exercise of the warrants for common stock. 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. |
| 11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $39.27 to $40.26, inclusive. See the last sentence of footnote 5 to this Form 4 above. |
| 12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $40.27 to $41.26, inclusive. See the last sentence of footnote 5 to this Form 4 above. |
| 13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $41.27 to $42.15, inclusive. See the last sentence of footnote 5 to this Form 4 above. |
| 14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $42.28 to $42.37, inclusive. See the last sentence of footnote 5 to this Form 4 above. |
| 15. On February 13, 2023, the Reporting Person was granted 352,941 RSUs vesting quarterly over four (4) years from March 1, 2023. |
| 16. On February 12, 2024, the Reporting Person was granted 154,392 RSUs vesting quarterly over four (4) years from March 1, 2024. |
| 17. These stock options were granted on May 3, 2017. As of the date hereof, all of such remaining stock options have vested. |
| 18. These stock options were granted on April 18, 2018. As of the date hereof, all of such remaining stock options have vested. |
| 19. These stock options were granted on May 3, 2018. As of the date hereof, all of such remaining stock options have vested. |
| Remarks: |
| President, DraftKings, North America |
| /s/ Faisal Hasan, attorney-in-fact | 03/04/2025 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||