(Amendment No. 1)*
☐ |
Rule 13d-1(b)
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⌧ |
Rule 13d-1(c)
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☐ |
Rule 13d-1(d)
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CUSIP No. 26142R104
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1
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NAMES OF REPORTING PERSONS
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The Walt Disney Company
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
|
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0
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|||
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||||
6
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SHARED VOTING POWER
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18,718,527(1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
|
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|
||
18,718,527(1)
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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18,718,527(1)
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.8%(2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1) Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.
CUSIP No. 26142R104
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1
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NAMES OF REPORTING PERSONS
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TWDC Enterprises 18 Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)☐
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(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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0
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||||
6
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SHARED VOTING POWER
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18,718,527(1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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||
18,718,527(1)
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
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18,718,527(1)
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.8%(2)
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||||
12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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CUSIP No. 26142R104
|
1
|
NAMES OF REPORTING PERSONS
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Disney Enterprises, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)☐
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|||||
(b)☒
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
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0
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||||
6
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SHARED VOTING POWER
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18,718,527(1)
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7
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SOLE DISPOSITIVE POWER
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0
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||||
8
|
SHARED DISPOSITIVE POWER
|
|
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||
18,718,527(1)
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|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
18,718,527(1)
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|
|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
||
☐
|
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|||
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||||
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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||
4.8%(2)
|
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|
|||
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|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
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|||
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(1) Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.
CUSIP No. 26142R104
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1
|
NAMES OF REPORTING PERSONS
|
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TFCF Corporation
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
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|
|||
3
|
SEC USE ONLY
|
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||
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|||
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|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
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||
18,718,527(1)
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|||
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|
||||
7
|
SOLE DISPOSITIVE POWER
|
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||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
18,718,527(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
18,718,527(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.8%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.
CUSIP No. 26142R104
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TFCF America, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
18,718,527(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
18,718,527(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
18,718,527(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.8%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.
CUSIP No. 26142R104
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TFCF Sports Enterprises LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
18,718,527(1)
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
18,718,527(1)
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
18,718,527(1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
4.8%(2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
(1) Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.
Item 1(a).
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Name of Issuer
|
DraftKings Inc.
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Item 1(b).
|
Address of Issuer’s Principal Executive Offices
|
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222 Berkeley Street, 5th Floor, Boston, MA, 02116
|
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Item 2(a).
|
Name of Person Filing
|
The Walt Disney Company
TWDC Enterprises 18 Corp.
Disney Enterprises, Inc.
TFCF Corporation
TFCF America, Inc.
TFCF Sports Enterprises LLC
TFCF Sports Enterprises LLC is the direct holder of the shares of Class A Common Stock reflected in this Schedule 13G. TFCF Sports Enterprises LLC is a wholly owned subsidiary of TFCF America, Inc., which is a wholly owned subsidiary of
TFCF Corporation, which is a wholly owned subsidiary of Disney Enterprises, Inc., which is a wholly owned subsidiary of TWDC Enterprises 18 Corp., which is a wholly owned subsidiary of The Walt Disney Company.
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence
|
The Walt Disney Company - 500 South Buena Vista Street; Burbank, California 91521
TWDC Enterprises 18 Corp. - 500 South Buena Vista Street; Burbank, California 91521
Disney Enterprises, Inc. - 500 South Buena Vista Street; Burbank, California 91521
TFCF Corporation - 1211 Avenue of the Americas; New York, NY 10036
TFCF America, Inc. - 1211 Avenue of the Americas; New York, NY 10036
TFCF Sports Enterprises LLC - 500 South Buena Vista Street; Burbank, California 91521
|
Item 2(c).
|
Citizenship
|
|
Each Reporting Person - Delaware
|
Item 2(d).
|
Title of Class of Securities
|
Class A Common Stock, par value $0.0001
|
Item 2(e).
|
CUSIP Number
|
|
26142R104
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
(a)
|
☐
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
(b)
|
☐
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
☐
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
☐
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e)
|
☐
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
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(f)
|
☐
|
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
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(g)
|
☐
|
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
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(h)
|
☐
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
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(i)
|
☐
|
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
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(j)
|
☐
|
A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
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(k)
|
☐
|
Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________
|
Item 4.
|
Ownership
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount beneficially owned:
18,718,527(1)
|
||
(b)
|
Percent of class:
4.8%(2)
|
||
(c)
|
Number of shares as to which the person has:
|
||
(i)
|
Sole power to vote or to direct the vote
0
|
||
(ii)
|
Shared power to vote or to direct the vote
18,718,527(1)
|
||
(iii)
|
Sole power to dispose or to direct the disposition of
0
|
||
(iv)
|
Shared power to dispose or to direct the disposition of
18,718,527(1)
|
(1) Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.
Item 5.
|
Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ⌧.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not applicable
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
|
Not applicable
|
Item 8.
|
Identification and Classification of Members of the Group
|
Not applicable
|
Item 9.
|
Notice of Dissolution of Group
|
Not applicable
|
Item 10.
|
Certification
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
The Walt Disney Company
|
||||
By:
|
/s/ James Kapenstein
|
|||
Name:
|
James Kapenstein
|
|||
Title:
|
Associate General Counsel
|
|||
TWDC Enterprises 18 Corp.
|
||||
By:
|
/s/ James Kapenstein
|
|||
Name:
|
James Kapenstein
|
|||
Title:
|
Senior Vice President
|
|||
Disney Enterprises, Inc.
|
||||
By:
|
/s/ James Kapenstein
|
|||
Name:
|
James Kapenstein
|
|||
Title:
|
Vice President
|
|||
TFCF Corporation
|
||||
By:
|
/s/ James Kapenstein
|
|||
Name:
|
James Kapenstein
|
|||
Title:
|
Senior Vice President
|
|||
TFCF America, Inc.
|
||||
By:
|
/s/ James Kapenstein
|
|||
Name:
|
James Kapenstein
|
|||
Title:
|
President
|
|||
TFCF Sports Enterprises LLC
|
||||
By:
|
/s/ Michael Heimbach
|
|||
Name:
|
Michael Heimbach
|
|||
Title:
|
Manager
|