Chief Legal Officer Dodge R Stanton converted options into 21,659 shares, covered exercise/tax liability with 9,477 shares and sold $1,767,549 worth of shares (52,777 units at $33.49), decreasing direct ownership by 7% to 516,563 units (SEC Form 4)
$DKNG
Services-Misc. Amusement & Recreation
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DraftKings Inc. [ DKNG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/01/2025 | M | 11,030 | A | (1) | 568,188 | D | |||
| Class A Common Stock | 06/01/2025 | F | 4,826 | D | $35.88 | 563,362 | D | |||
| Class A Common Stock | 06/01/2025 | M | 4,824 | A | (2) | 568,186 | D | |||
| Class A Common Stock | 06/01/2025 | F | 2,111 | D | $35.88 | 566,075 | D | |||
| Class A Common Stock | 06/01/2025 | M | 4,998 | A | (3) | 571,073 | D | |||
| Class A Common Stock | 06/01/2025 | F | 2,187 | D | $35.88 | 568,886 | D | |||
| Class A Common Stock | 06/01/2025 | M | 807 | A | (4) | 569,693 | D | |||
| Class A Common Stock | 06/01/2025 | F | 353 | D | $35.88 | 569,340 | D | |||
| Class A Common Stock | 06/02/2025 | S(5) | 50,151 | D | $33.47(6) | 519,189 | D | |||
| Class A Common Stock | 06/02/2025 | S(5) | 2,626 | D | $33.89(7) | 516,563 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 06/01/2025 | M | 11,030 | (8) | (8) | Class A Common Stock | 11,030 | $0.00 | 77,204 | D | ||||
| Restricted Stock Units | (2) | 06/01/2025 | M | 4,824 | (9) | (9) | Class A Common Stock | 4,824 | $0.00 | 53,073 | D | ||||
| Restricted Stock Units | (3) | 06/01/2025 | M | 4,998 | (10) | (10) | Class A Common Stock | 4,998 | $0.00 | 74,963 | D | ||||
| Restricted Stock Units | (4) | 06/01/2025 | M | 807 | (11) | (11) | Class A Common Stock | 807 | $0.00 | 7,269 | D | ||||
| Explanation of Responses: |
| 1. No shares of Class A Common Stock were transferred or sold upon the vesting of the restricted stock units ("RSUs") other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 11,030 shares of Class A Common Stock underlying the RSUs listed in Table II, and 4,826 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 2. No shares of Class A Common Stock were transferred or sold upon the vesting of the RSUs other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 4,824 shares of Class A Common Stock underlying the RSUs listed in Table II, and 2,111 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 3. No shares of Class A Common Stock were transferred or sold upon the vesting of the RSUs other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 4,998 shares of Class A Common Stock underlying the RSUs listed in Table II, and 2,187 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 4. No shares of Class A Common Stock were transferred or sold upon the vesting of the RSUs other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 807 shares of Class A Common Stock underlying the RSUs listed in Table II, and 353 shares of Class A Common Stock withheld by the Issuer. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 5. The reported sale was made pursuant to a pre-arranged program for selling shares of Class A Common Stock adopted on December 13, 2024 pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.85 to $33.84, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes 6 and 7 to this Form 4. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.85 to $34.16, inclusive. See the last sentence of footnote 6 to this Form 4 above. |
| 8. On February 13, 2023, the Reporting Person was granted 190,588 RSUs vesting quarterly over four (4) years from March 1, 2023. On April 28, 2023, the vesting terms of 14,119 of such RSUs were amended to provide for vesting in equal monthly installments over one (1) year from April 23, 2023. Accordingly, such 14,119 RSUs are no longer included in the Reporting Person's holdings with respect to the February 13, 2023 grant of 190,588 RSUs. |
| 9. On February 12, 2024, the Reporting Person was granted 77,196 RSUs vesting quarterly over four (4) years from March 1, 2024. |
| 10. On February 10, 2025, the Reporting Person was granted 79,961 RSUs vesting quarterly over four (4) years from March 1, 2025. |
| 11. On February 10, 2025, the Reporting Person was granted 9,692 RSUs vesting monthly over one (1) year from March 1, 2025. |
| /s/ Faisal Hasan, attorney-in-fact | 06/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||