Ryan R. Moore - May 5, 2022 Form 4 Insider Report for DraftKings Holdings Inc. (DKNG)

Role
Director
Signature
/s/ Frank Castellucci, attorney-in-fact
Stock symbol
DKNG
Transactions as of
May 5, 2022
Transactions value $
$0
Form type
4
Date filed
5/9/2022, 07:07 PM
Previous filing
May 4, 2022
Next filing
Aug 4, 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 -31.6K -100% 0 May 5, 2022 Direct F1, F2
transaction DKNG Class A Common Stock Disposed to Issuer -6.56M -100% 0 May 5, 2022 Held by Atlas Venture Fund VIII, L.P. F1, F2, F3
transaction DKNG Class A Common Stock Disposed to Issuer -766K -100% 0 May 5, 2022 Held by Accomplice Fund I, L.P. F1, F2, F4
transaction DKNG Class A Common Stock Disposed to Issuer -148K -100% 0 May 5, 2022 Held by Accomplice Management Holdings, LLC F1, F2, F5
transaction DKNG Class A Common Stock Disposed to Issuer -280K -100% 0 May 5, 2022 Held by Accomplice Fund II, L.P. F1, F2, F6

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 -13.3K -100% 0 May 5, 2022 Class A Common Stock 13.3K Direct F1, F2, F7, F8, F9
transaction DKNG Warrant for Common Stock Disposed to Issuer $0 -4.65K -100% $0.00* 0 May 5, 2022 Class A Common Stock 4.65K $11.50 Held by Accomplice Fund I, L.P. F4, F10
transaction DKNG Warrant for Common Stock Disposed to Issuer $0 -1.7K -100% $0.00* 0 May 5, 2022 Class A Common Stock 1.7K $11.50 Held by Accomplice Fund II, L.P. F6, F10
transaction DKNG Warrant for Common Stock Disposed to Issuer $0 -726 -100% $0.00* 0 May 5, 2022 Class A Common Stock 726 $11.50 Held by Accomplice Management Holdings, LLC F5, F10
transaction DKNG Warrant for Common Stock Disposed to Issuer $0 -56.4K -100% $0.00* 0 May 5, 2022 Class A Common Stock 56.4K $11.50 Held by Atlas Venture Fund VIII, L.P. F3, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ryan R. Moore 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 The shares of Class A Common Stock and warrants to purchase Class A Common Stock are, in each case, held directly by Atlas VIII. Atlas Venture Associates VIII, L.P. ("Atlas Assoc VIII LP") is the sole general partner of Atlas VIII. Atlas Venture Associates VIII, Inc. ("Atlas Venture VIII Inc.") is the sole general partner of Atlas Assoc VIII LP. Mr. Moore disclaims beneficial ownership of all shares of Class A Common Stock for purposes of Section 16 of the Exchange Act ("Section 16"), except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F4 The shares of Class A Common Stock and warrants to purchase Class A Common Stock are, in each case, held directly by Accomplice Fund I, L.P. ("ACC I"). Accomplice Associates I, LLC ("ACC Assoc I") is the sole general partner of ACC I. Mr. Moore is a Managing Member of ACC Assoc I. Mr. Moore disclaims beneficial ownership of all shares of Class A Common Stock for purposes of Section 16, except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F5 The shares of Class A Common Stock and warrants to purchase Class A Common Stock are, in each case, held directly by Accomplice Management Holdings, LLC ("ACC Holdings"). Mr. Moore is a Class A Member of ACC Holdings. Mr. Moore disclaims beneficial ownership of all shares of Class A Common Stock for purposes of Section 16, except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F6 The shares of Class A Common Stock and warrants to purchase Class A Common Stock are, in each case, held directly by Accomplice Fund II, L.P. ("ACC II"). Accomplice Associates II, LLC ("ACC Assoc II") is the sole general partner of ACC II. Mr. Moore is a Managing Member of ACC Assoc II. Mr. Moore disclaims beneficial ownership of all shares of Class A Common Stock for purposes of Section 16, except to the extent of his pecuniary interest, if any, therein. This report shall not be deemed to be an admission that Mr. Moore is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F7 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 8)
F8 (continued in footnote 7) 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.
F9 These RSUs were granted on May 3, 2022 and shall vest in full on the earlier of (i) the next annual meeting of the stockholders of New DraftKings following the grant date and (ii) the first anniversary of the grant date.
F10 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.