Paul Liberman - May 5, 2022 Form 4 Insider Report for DraftKings Holdings Inc. (DKNG)

Signature
/s/ Faisal Hasan, attorney-in-fact
Stock symbol
DKNG
Transactions as of
May 5, 2022
Transactions value $
$0
Form type
4
Date filed
5/9/2022, 07:03 PM
Previous filing
Apr 26, 2022
Next filing
May 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DKNG Class A Common Stock Disposed to Issuer -875K -100% 0 May 5, 2022 Direct F1, F2
transaction DKNG Class A Common Stock Disposed to Issuer -1.53M -100% 0 May 5, 2022 Held by the Paul Liberman 2015 Revocable Trust F1, F2
transaction DKNG Class A Common Stock Disposed to Issuer -272K -100% 0 May 5, 2022 Held by the Paul Liberman 2020 Trust F1, F2
transaction DKNG Class A Common Stock Disposed to Issuer -13.6K -100% 0 May 5, 2022 Held by the Liberman Grantor Retained Annuity Trust of 2020 F1, F2
transaction DKNG Class A Common Stock Disposed to Issuer -200K -100% 0 May 5, 2022 Held by the Rachel Nager Liberman 2015 Revocable Trust F1, F2
transaction DKNG Class A Common Stock Disposed to Issuer -200K -100% 0 May 5, 2022 Held by the Paul Liberman 2020 Irrevocable Trust F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction DKNG Restricted Stock Units Disposed to Issuer -49.9K -100% 0 May 5, 2022 Class A Common Stock 49.9K Direct F1, F2, F3, F4, F5
transaction DKNG Restricted Stock Units Disposed to Issuer -63.8K -100% 0 May 5, 2022 Class A Common Stock 63.8K Direct F1, F2, F3, F4, F6
transaction DKNG Restricted Stock Units Disposed to Issuer -453K -100% 0 May 5, 2022 Class A Common Stock 453K Direct F1, F2, F3, F4, F7
transaction DKNG Stock Option Disposed to Issuer -23.1K -100% 0 May 5, 2022 Class A Common Stock 23.1K $3.29 Direct F1, F2, F8, F9, F10
transaction DKNG Stock Option Disposed to Issuer -132K -100% 0 May 5, 2022 Class A Common Stock 132K $4.70 Direct F1, F2, F8, F9, F11
transaction DKNG Stock Option Disposed to Issuer -163K -100% 0 May 5, 2022 Class A Common Stock 163K $0.63 Held by the Liberman Grantor Retained Annuity Trust of 2020 F1, F2, F8, F9, F10
transaction DKNG Stock Option Disposed to Issuer -191K -100% 0 May 5, 2022 Class A Common Stock 191K $0.63 Held by the Liberman Grantor Retained Annuity Trust of 2020 F1, F2, F8, F9, F10
transaction DKNG Stock Option Disposed to Issuer -484K -100% 0 May 5, 2022 Class A Common Stock 484K $0.63 Held by the Liberman Grantor Retained Annuity Trust of 2020 F1, F2, F8, F9, F10
transaction DKNG Stock Option Disposed to Issuer -261K -100% 0 May 5, 2022 Class A Common Stock 261K $3.82 Held by the Liberman Grantor Retained Annuity Trust of 2020 F1, F2, F8, F9, F10
transaction DKNG Stock Option Disposed to Issuer -185K -100% 0 May 5, 2022 Class A Common Stock 185K $3.29 Held by the Liberman Grantor Retained Annuity Trust of 2020 F1, F2, F8, F9, F10
transaction DKNG Stock Option Disposed to Issuer -56.4K -100% 0 May 5, 2022 Class A Common Stock 56.4K $4.70 Held by the Liberman Grantor Retained Annuity Trust of 2020 F1, F2, F8, F9, F10
transaction DKNG Stock Option Disposed to Issuer -73.4K -100% 0 May 5, 2022 Class A Common Stock 73.4K $3.29 Held by the Paul Liberman 2015 Revocable Trust F1, F2, F8, F9, F10
transaction DKNG Stock Option Disposed to Issuer -1.51M -100% 0 May 5, 2022 Class A Common Stock 1.51M $3.29 Held by the Paul Liberman 2015 Revocable Trust F1, F2, F8, F9, F10
transaction DKNG Stock Option Disposed to Issuer -519K -100% 0 May 5, 2022 Class A Common Stock 519K $4.70 Held by the Paul Liberman 2015 Revocable Trust F1, F2, F8, F9, F10
transaction DKNG Warrant for Common Stock Disposed to Issuer $0 -276 -100% $0.00* 0 May 5, 2022 Class A Common Stock 276 $11.50 Direct F12
transaction DKNG Warrant for Common Stock Disposed to Issuer $0 -2.82K -100% $0.00* 0 May 5, 2022 Class A Common Stock 2.82K $11.50 Held by the Paul Liberman 2015 Revocable Trust F12
transaction DKNG Warrant for Common Stock Disposed to Issuer $0 -3.7K -100% $0.00* 0 May 5, 2022 Class A Common Stock 3.7K $11.50 Held by the Paul Liberman 2020 Trust F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Paul Liberman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated August 9, 2021 (the "Merger Agreement"), between DraftKings Inc. (now known as DraftKings Holdings Inc.) ("Old DraftKings"), Golden Nugget Online Gaming, Inc., New Duke Holdco, Inc. (now known as DraftKings Inc.) ("New DraftKings"), Duke Merger Sub, Inc. ("DK Merger Sub") and Gulf Merger Sub, Inc., upon the consummation of the merger of DK Merger Sub with and into Old DraftKings at 12:01 a.m. Eastern Time on May 5, 2022 (the "DraftKings Merger"), each issued and outstanding share of Class A common stock, par value $0.0001 per share, of Old DraftKings ("Old DraftKings Class A Common Stock") was converted into the right to receive one share of Class A common stock, par value $0.0001 per share, of New DraftKings ("New DraftKings Class A Common Stock"). The disposition of the Old DraftKings Class A Common Stock is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (continued in footnote 2)
F2 (Continued from footnote 1) pursuant to Rule 16b-7 under the Exchange Act. Contemporaneously with the filing of this Form 4 to reflect the disposition of Old DraftKings Class A Common Stock by the Reporting Person in connection with the consummation of the DraftKings Merger, the Reporting Person is filing a Form 4 with respect to New DraftKings to report the acquisition by such Reporting Person of an equal number of shares of New DraftKings Class A Common Stock in connection with the consummation of the DraftKings Merger. This Form 4 only reports the disposition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect sales of securities by the Reporting Person. As used herein, the term "Class A Common Stock" refers to (i) Old DraftKings Class A Common Stock prior to the DraftKings Merger and (ii) New DraftKings Class A Common Stock following the DraftKings Merger, in each case, unless the context requires otherwise.
F3 Pursuant to the Merger Agreement and in connection with the consummation of the DraftKings Merger, each outstanding restricted stock unit denominated in Old DraftKings Class A Common Stock (collectively, the "Old DraftKings RSUs") was converted into an equivalent restricted stock unit denominated in New DraftKings Class A Common Stock (collectively, the "New DraftKings RSUs"), each of which represents a contingent right to receive one share of New DraftKings Class A Common Stock. Contemporaneously with the filing of this Form 4 to reflect the disposition of Old DraftKings RSUs by the Reporting Person in connection with the consummation of the DraftKings Merger, the Reporting Person is filing a Form 4 with respect to New DraftKings to report the acquisition by such Reporting Person of an equal number of New DraftKings RSUs in connection with the consummation of the DraftKings Merger. This Form 4 only reports the disposition of securities of the (continued in footnote 4)
F4 (Continued from footnote 3) Reporting Person pursuant to the Merger Agreement and does not reflect the sale of securities by the Reporting Person. As used herein, the term "RSUs" refers to (i) Old DraftKings RSUs prior to the DraftKings Merger and (ii) New DraftKings RSUs following the DraftKings Merger, in each case, unless the context requires otherwise.
F5 The Reporting Person was granted 99,828 RSUs on August 11, 2020 vesting quarterly over four (4) years from April 23, 2020, with the vesting of the first tranche occurring on September 12, 2020.
F6 On February 22, 2021, the Reporting Person was granted 85,078 RSUs vesting quarterly over four (4) years.
F7 On February 9, 2022, the Reporting Person was granted 452,940 RSUs vesting quarterly over four (4) years.
F8 Pursuant to the Merger Agreement and in connection with the consummation of the DraftKings Merger, each outstanding stock option to purchase Old DraftKings Class A Common Stock ("Old DraftKings Options") was converted into an equivalent stock option to purchase New DraftKings Class A Common Stock ("New DraftKings Options"). Contemporaneously with the filing of this Form 4 to reflect the disposition of Old DraftKings Options by the Reporting Person in connection with the consummation of the DraftKings Merger, the Reporting Person is filing a Form 4 with respect to New DraftKings to report the acquisition by such Reporting Person of an equal number of New DraftKings Options in connection with the consummation of the DraftKings Merger. This Form 4 only reports the disposition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect the sale of securities by the Reporting Person. As used herein, the term "Stock Options" (continued in footnote 9)
F9 (Continued from footnote 8) refers to (i) Old DraftKings Options prior to the DraftKings Merger and (ii) New DraftKings Options following the DraftKings Merger, in each case, unless the context requires otherwise.
F10 These Stock Options are vested and exercisable as of the date hereof.
F11 These Stock Options were granted on June 4, 2019. As of the date hereof, 37,572 of such Stock Options have vested. The remaining Stock Options will vest in four (4) equal quarterly installments beginning on June 1, 2022.
F12 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.

Remarks:

President, Global Technology and Product