| 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 |
| 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 |
Ryan R. Moore is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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. |