R. Stanton Dodge - May 5, 2022 Form 4 Insider Report for DraftKings Inc. (DKNG)

Role: Chief Legal Officer
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, 07:18 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	Award		+323K			323K	May 5, 2022	Direct	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	Award		+28.5K			28.5K	May 5, 2022	Class A Common Stock	28.5K		Direct	F1, F2, F3, F4, F5
transaction	DKNG	Restricted Stock Units	Award		+29.4K			29.4K	May 5, 2022	Class A Common Stock	29.4K		Direct	F1, F2, F3, F4, F6
transaction	DKNG	Restricted Stock Units	Award		+226K			226K	May 5, 2022	Class A Common Stock	226K		Direct	F1, F2, F3, F4, F7
transaction	DKNG	Restricted Stock Units	Award		+18.1K			18.1K	May 5, 2022	Class A Common Stock	18.1K		Direct	F1, F2, F3, F4, F8
transaction	DKNG	Stock Option	Award		+1.81M			1.81M	May 5, 2022	Class A Common Stock	1.81M	$2.95	Direct	F1, F2, F9, F10, F11
transaction	DKNG	Stock Option	Award		+948K			948K	May 5, 2022	Class A Common Stock	948K	$2.95	Direct	F1, F2, F9, F10, F11
transaction	DKNG	Stock Option	Award		+90.6K			90.6K	May 5, 2022	Class A Common Stock	90.6K	$3.29	Direct	F1, F2, F9, F10, F11
transaction	DKNG	Stock Option	Award		+202K			202K	May 5, 2022	Class A Common Stock	202K	$3.29	Direct	F1, F2, F9, F10, F11
transaction	DKNG	Stock Option	Award		+88.4K			88.4K	May 5, 2022	Class A Common Stock	88.4K	$4.70	Direct	F1, F2, F9, F10, F11
transaction	DKNG	Stock Option	Award		+177K			177K	May 5, 2022	Class A Common Stock	177K	$4.70	Direct	F1, F2, F9, F10, F12

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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 acquisition of the New DraftKings Class A Common Stock is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange (continued on footnote 2)
F2	(Continued from footnote 1) Act"), pursuant to Rule 16b-3 and Rule 16b-7 under the Exchange Act. Contemporaneously with the filing of this Form 4 to reflect the acquisition of New 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 Old DraftKings to report the disposition by such Reporting Person of an equal number of shares of Old DraftKings Class A Common Stock in connection with the consummation of the DraftKings Merger. This Form 4 only reports the acquisition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect the purchase of securities by the Reporting Person.
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 acquisition of New 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 Old DraftKings to report the disposition by such Reporting Person of an equal number of Old DraftKings RSUs in connection with the consummation of the DraftKings Merger. (continued on footnote 4)
F4	(Continued from footnote 3) This Form 4 only reports the acquisition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect the purchase 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 57,045 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 39,136 RSUs vesting quarterly over four (4) years.
F7	On February 9, 2022, the Reporting Person was granted 226,470 RSUs vesting quarterly over four (4) years.
F8	On February 9, 2022, the Reporting Person was granted 18,118 RSUs vesting in twelve (12) equal monthly installments from April 23, 2022.
F9	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 acquisition of New 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 Old DraftKings to report the disposition by such Reporting Person of an equal number of Old DraftKings Options in connection with the consummation of the DraftKings Merger. This Form 4 only reports the acquisition of securities of the Reporting Person pursuant to the Merger Agreement and does not reflect the purchase of securities by the Reporting Person. (continued on footnote 10)
F10	(Continued from footnote 9) As used herein, the term "Stock Options" 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.
F11	These Stock Options are vested and exercisable as of the date hereof.
F12	These Stock Options were granted on June 4, 2019. As of the date hereof, 121,561 of such Stock Options have vested. The remaining Stock Options will vest in four (4) equal quarterly installments beginning June 1, 2022.