Jason Robins - May 5, 2022 Form 4 Insider Report for DraftKings 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, 07:21 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 +4.26M 4.26M May 5, 2022 Direct F1, F2
transaction DKNG Class A Common Stock Award +83K 83K May 5, 2022 Held by the Robins Family GST Trust 2021 F1, F2
transaction DKNG Class A Common Stock Award +141K 141K May 5, 2022 Held by Robins September 2020 Grantor Retained Annuity 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 Award +92.7K 92.7K May 5, 2022 Class A Common Stock 92.7K Direct F1, F2, F3, F4, F5
transaction DKNG Restricted Stock Units Award +70.2K 70.2K May 5, 2022 Class A Common Stock 70.2K Direct F1, F2, F3, F4, F6
transaction DKNG Restricted Stock Units Award +611K 611K May 5, 2022 Class A Common Stock 611K Direct F1, F2, F3, F4, F7
transaction DKNG Stock Option Award +114K 114K May 5, 2022 Class A Common Stock 114K $3.29 Direct F1, F2, F8, F9, F10
transaction DKNG Stock Option Award +420K 420K May 5, 2022 Class A Common Stock 420K $4.70 Direct F1, F2, F8, F9, F11
transaction DKNG Stock Option Award +575K 575K May 5, 2022 Class A Common Stock 575K $3.82 Held by Robins December 2021 Grantor Retained Annuity Trust F1, F2, F8, F9, F10
transaction DKNG Stock Option Award +280K 280K May 5, 2022 Class A Common Stock 280K $3.29 Held by Robins December 2021 Grantor Retained Annuity Trust F1, F2, F8, F9, F10
transaction DKNG Stock Option Award +1.19M 1.19M May 5, 2022 Class A Common Stock 1.19M $4.70 Held by Robins December 2021 Grantor Retained Annuity Trust F1, F2, F8, F9, F10
transaction DKNG Stock Option Award +327K 327K May 5, 2022 Class A Common Stock 327K $0.63 Held by Robins Grantor Retained Annuity Trust 2020 F1, F2, F8, F9, F10
transaction DKNG Stock Option Award +1.29M 1.29M May 5, 2022 Class A Common Stock 1.29M $0.63 Held by Robins Grantor Retained Annuity Trust 2020 F1, F2, F8, F9, F10
transaction DKNG Stock Option Award +6.86M 6.86M May 5, 2022 Class A Common Stock 6.86M $3.29 Held by Robins September 2020 Grantor Retained Annuity Trust F1, F2, F8, F9, F10
transaction DKNG Stock Option Award +67.1K 67.1K May 5, 2022 Class A Common Stock 67.1K $4.70 Held by Robins September 2020 Grantor Retained Annuity Trust F1, F2, F8, F9, F10
transaction DKNG Warrant for Common Stock Award $0 +3.61K $0.00 3.61K May 5, 2022 Class A Common Stock 3.61K $11.50 Direct F12
transaction DKNG Warrant for Common Stock Award $0 +125 $0.00 125 May 5, 2022 Class A Common Stock 125 $11.50 Held by Jason Robins Revocable Trust u/d/t January 8, 2014 F12
transaction DKNG Warrant for Common Stock Award $0 +4.34K $0.00 4.34K May 5, 2022 Class A Common Stock 4.34K $11.50 Held by Robins Family Trust LLC 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. 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 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 185,396 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 93,586 RSUs vesting quarterly over four (4) years.
F7 On February 9, 2022, the Reporting Person was granted 611,468 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 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. (continued on footnote 9)
F9 (Continued from footnote 8) 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 "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.
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, 69,989 of such Stock Options have vested. The remaining Stock Options will vest in five (5) 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:

Chief Executive Officer and Chairman of the Board. In addition, pursuant to the Merger Agreement and in connection with the consummation of the DraftKings Merger, each issued and outstanding share of Class B common stock, par value $0.0001 per share, of Old DraftKings ("Old DraftKings Class B Common Stock") was converted into one share of Class B common stock, par value $0.0001 per share, of New DraftKings ("New DraftKings Class B Common Stock"). Immediately prior to the consummation of the DraftKings Merger, the Reporting Person was the sole holder of all 393,013,951 shares of Old DraftKings Class B Common Stock issued and outstanding, and, immediately following the consummation of the DraftKings Merger, the Reporting Person became the sole holder of all 393,013,951 shares of New DraftKings Class B Common Stock issued and outstanding, which, in each case, are not registered securities.