Form 4 for DKNG DraftKings Inc.
Accepted 2022-05-09 00:00:00 ET · period of report 2022-05-05 · accession 0001104659-22-057737 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-05-09 | 2022-05-05 | DKNG | Dodge R Stanton | CLO | A - Grant | — | +322.5K | 322.5K | New | — |
| DM | 2022-05-09 | 2022-05-05 | DKNG | Dodge R Stanton | CLO | A - Grant | — | +3.62M | 201.6K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2022-05-05 | A | A | 322,529 | — | 322,529 | D | — | — | (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. (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) |
| 2 | Derivative | Restricted Stock Units | 2022-05-05 | A | A | 18,118 | — | 18,118 | D | — · — to — | 18,118 Class A Common Stock | (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) (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) (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. (F8) On February 9, 2022, the Reporting Person was granted 18,118 RSUs vesting in twelve (12) equal monthly installments from April 23, 2022. |
| 3 | Derivative | Stock Option | 2022-05-05 | A | A | 176,813 | — | 176,813 | D | $4.70 · — to 2029-06-04 | 176,813 Class A Common Stock | (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. (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. (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) (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. |
| 4 | Derivative | Stock Option | 2022-05-05 | A | A | 88,407 | — | 88,407 | D | $4.70 · — to 2029-06-04 | 88,407 Class A Common Stock | (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. (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. (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) (F11) These Stock Options are vested and exercisable as of the date hereof. |
| 5 | Derivative | Restricted Stock Units | 2022-05-05 | A | A | 28,522 | — | 28,522 | D | — · — to — | 28,522 Class A Common Stock | (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) (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) (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. |
| 6 | Derivative | Restricted Stock Units | 2022-05-05 | A | A | 29,352 | — | 29,352 | D | — · — to — | 29,352 Class A Common Stock | (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) (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) (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. (F6) On February 22, 2021, the Reporting Person was granted 39,136 RSUs vesting quarterly over four (4) years. |
| 7 | Derivative | Restricted Stock Units | 2022-05-05 | A | A | 226,470 | — | 226,470 | D | — · — to — | 226,470 Class A Common Stock | (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) (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) (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. (F7) On February 9, 2022, the Reporting Person was granted 226,470 RSUs vesting quarterly over four (4) years. |
| 8 | Derivative | Stock Option | 2022-05-05 | A | A | 1,814,400 | — | 1,814,400 | D | $2.95 · — to 2027-11-02 | 1,814,400 Class A Common Stock | (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. (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. (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) (F11) These Stock Options are vested and exercisable as of the date hereof. |
| 9 | Derivative | Stock Option | 2022-05-05 | A | A | 948,131 | — | 948,131 | D | $2.95 · — to 2027-11-07 | 948,131 Class A Common Stock | (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. (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. (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) (F11) These Stock Options are vested and exercisable as of the date hereof. |
| 10 | Derivative | Stock Option | 2022-05-05 | A | A | 90,634 | — | 90,634 | D | $3.29 · — to 2028-04-18 | 90,634 Class A Common Stock | (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. (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. (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) (F11) These Stock Options are vested and exercisable as of the date hereof. |
| 11 | Derivative | Stock Option | 2022-05-05 | A | A | 201,578 | — | 201,578 | D | $3.29 · — to 2028-05-03 | 201,578 Class A Common Stock | (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. (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. (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) (F11) These Stock Options are vested and exercisable as of the date hereof. |