Sec Form 4 Filing - Robins Jason @ DraftKings Inc. - 2025-02-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Robins Jason
2. Issuer Name and Ticker or Trading Symbol
DraftKings Inc. [ DKNG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O DRAFTKINGS INC., 222 BERKELEY STREET, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2025
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/09/2025 M 38,217 A 2,697,091 D
Class A Common Stock 02/09/2025 F 18,478 D $ 42.28 2,678,613 D
Class A Common Stock 90 I Held by Jason Robins Revocable Trust u/d/t January 8, 2014
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) ( 2 ) 02/09/2025 M 38,217 ( 3 ) ( 3 ) Class A Common Stock 38,217 $ 0 152,867 D
Restricted Stock Units ( 1 ) 02/10/2025 A 224,133 ( 4 ) ( 4 ) Class A Common Stock 224,133 $ 0 224,133 D
Stock Option $ 3.82 ( 5 ) 05/03/2027 Class A Common Stock 275,611 374,710 ( 6 ) D
Stock Option $ 3.82 ( 5 ) 05/03/2027 Class A Common Stock 0 0 ( 6 ) I Held by Robins December 2021 Grantor Retained Annuity Trust
Stock Option $ 3.29 ( 7 ) 04/18/2028 Class A Common Stock 280,190 280,190 ( 8 ) D
Stock Option $ 3.29 ( 7 ) 04/18/2028 Class A Common Stock 0 0 ( 8 ) I Held by Robins December 2021 Grantor Retained Annuity Trust
Stock Option $ 3.29 ( 9 ) 05/03/2028 Class A Common Stock 6,512,289 6,512,289 ( 10 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Robins Jason
C/O DRAFTKINGS INC.
222 BERKELEY STREET, 5TH FLOOR
BOSTON, MA02116
X See Remarks
Signatures
/s/ Faisal Hasan, attorney-in-fact 02/11/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit ("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 restricted stock units ("RSUs") other than to the Issuer to satisfy withholding taxes. The Reporting Person received the net of the 38,217 shares of Class A Common Stock underlying the RSUs listed in Table II, and 18,478 shares of Class A Common Stock withheld by the Issuer.
( 3 )On February 9, 2022, the Reporting Person was granted 611,468 RSUs vesting quarterly over four (4) years.
( 4 )On February 10, 2025, the Reporting Person was granted 224,133 RSUs vesting quarterly over four (4) years from March 1, 2025.
( 5 )These stock options were granted on May 3, 2017. As of the date hereof, all such remaining stock options have vested.
( 6 )Reflects the transfer of 275,611 stock options previously reported as indirectly held by the Robins December 2021 Grantor Retained Annuity Trust to the Reporting Person directly. There was no purchase or sale of shares of Class A Common Stock or stock options in connection with the transfer.
( 7 )These stock options were granted on April 18, 2018. As of the date hereof, all such remaining stock options have vested.
( 8 )Reflects the transfer of 280,190 stock options previously reported as indirectly held by the Robins December 2021 Grantor Retained Annuity Trust to the Reporting Person directly. There was no purchase or sale of shares of Class A Common Stock or stock options in connection with the transfer.
( 9 )These stock options were granted on May 3, 2018. As of the date hereof, all such remaining stock options have vested.
( 10 )The reported Expiration Date reflects an adjustment to correct previous filings which incorrectly reported the Expiration Date for these stock options in Column 6 of Table II as 04/18/2028.

Remarks:
Chief Executive Officer and Chairman of the Board. In addition, Jason Robins is the sole holder of 393,013,951 shares of Class B Common Stock of the Issuer, which are not registered securities.

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).
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