05/13/2025 | Press release | Distributed by Public on 05/13/2025 19:43
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (1) | 05/09/2025 | M | 28,309 | (7) | (7) | Class A Common Stock | 28,309 | $ 0 | 84,926 | D | ||||
Stock option | $3.29 | 05/12/2025 | M | 210,000 | (8) | 05/03/2028 | Class A Common Stock | 210,000 | $ 0 | 903,488 | D | ||||
Stock option | $3.29 | 05/13/2025 | M | 210,000 | (8) | 05/03/2028 | Class A Common Stock | 210,000 | $ 0 | 693,488 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kalish Matthew C/O DRAFTKINGS INC. 222 BERKELEY STREET, 5TH FLOOR BOSTON, MA 02116 |
X | See Remarks |
/s/ Faisal Hasan, attorney-in-fact | 05/13/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(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 28,309 shares of Class A Common Stock underlying the RSUs listed in Table II, and 13,688 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) | The Reporting Person acquired shares of Class A Common Stock of the Issuer after the exercise of stock options and paid the aggregate exercise price and the tax withholding in cash. |
(3) | The reported sales were made pursuant to a pre-arranged program for selling shares of Class A Common Stock adopted on November 27, 2024 pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.43 to $38.40, 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 Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes 4, 5 and 6 to this Form 4. |
(5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $38.44 to $38.80, inclusive. See the last sentence of footnote 4 to this Form 4 above. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $37.22 to $38.15, inclusive. See the last sentence of footnote 4 to this Form 4 above. |
(7) | On February 9, 2022, the Reporting Person was granted 452,940 RSUs vesting quarterly over four (4) years. |
(8) | These stock options were granted on May 3, 2018. As of the date hereof, all of such remaining stock options have vested. |
Remarks: President - DraftKings, North America |