DraftKings Inc.

Major Shareholding Notification • Oct 15, 2021

National Storage Mechanism | Additional information

RNS Number : 2381P

DraftKings Inc.

15 October 2021

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Paul Liberman
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	DraftKings Inc.
(d) Status of person making the disclosure:      e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)	Person acting in concert with the offeror (DraftKings Inc.)
(e) Date dealing undertaken:	14 October 2021
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	No

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing

Class of relevant security:	Class A common stock, par value $0.0001 each
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	1,329,757	0.328	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	1,329,757	0.328	Nil	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities (including directors' and other employee options)

(i) Stock options

Class of relevant security in relation to which subscription right exists:

Class A common stock, par value $0.0001 each

Details, including nature of the rights concerned and relevant percentages:

Grant Date	Expiry Date	Number of options	Exercise Price	Vesting
10/02/2016	18/02/2025	67,187	$0.63	Fully Vested
24/03/2016	24/03/2026	354,239	$0.63	Fully Vested
03/05/2017	03/05/2017	40,886	$3.82	Fully Vested
18/04/2018	18/04/2028	123,088	$3.29	(i) 23,120 options vest on 01/01/2022, (ii) 23,121 options vest on 01/04/2022, (iii) 76,847 have vested
03/05/2018	03/05/2018	1,511,843	$3.29	Fully Vested
04/06/2019	04/06/2029	21,302	$4.70	(i) 18,786 options vest on 01/03/2023, (ii) 2,516 options vest on 01/06/2023
04/06/2019	04/06/2029	406,671	$4.70	Fully Vested
04/06/2019	04/06/2029	222,920	$4.70	(i) 18,786 options vest on 01/12/2021, (ii) 18,786 options vest on 01/03/2022, (iii) 18,786 options vest on 01/06/2022, (iv) 18,786 options vest on 01/09/2022, (v) 18,786 options vest on 01/12/2022, (vi) 16,270 options vest on 01/06/2023, (vii) 112,720 have vested

(ii) DraftKings Inc. restricted stock units (RSUs)

Class of relevant security in relation to which subscription right exists:

Class A common stock, par value $0.0001 each

Details, including nature of the rights concerned and relevant percentages:

Grant Date	Number of shares RSUs	Vesting
11/08/2020	99,828	The RSUs may vest based on performance criteria
11/08/2020	127,460	The RSUs vest in equal instalments on 23/10/2021, 23/01/2022, 23/04/2022, 23/07/2022, 23/10/2022, 23/01/2023, 23/04/2023, 23/07/2023, 23/10/2023, 23/01/2024, 23/04/2024
27/12/2020	3,000,000	The RSUs may vest based on performance criteria
22/02/2021	85,078	The RSUs may vest based on performance criteria
22/02/2021	74,443	The RSUs vest in equal instalments on 22/11/2021, 22/02/2022, 22/05/2022, 22/08/2022, 22/11/2022, 22/02/2023, 22/05/2023, 22/08/2023, 22/11/2023, 22/02/2024, 22/05/2024, 22/08/2024, 22/11/2024, 22/02/2025

(iii) Private warrants(1)

Class of relevant security in relation to which subscription right exists:

Class A common stock, par value $0.0001 each

Details, including nature of the rights concerned and relevant percentages:

Expiry Date	Number of Warrants	Exercise Price
23/05/2025	276	$11.50

Notes

(1)   Each warrant entitles the holder to purchase one share of the offeror's Class A common stock at an exercise price of $11.50 per share, subject to adjustment procedures.  The warrants became exercisable on 23 May 2020 and will expire on 23 April 2025, or earlier upon redemption or liquidation.

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)        Purchases and sales

(i)         Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)

Class of relevant security	Purchase/sale(1)	Number of securities	Price per unit ($)
Class A common stock, par value $0.0001 each	Sale	727	49.34
Sale	216	49.35
Sale	316	49.36
Sale	324	49.37
Sale	312	49.38
Sale	314	49.39
Sale	38	49.395
Sale	690	49.4
Sale	320	49.45
Sale	10	49.49
Sale	508	49.51
Sale	319	49.56
Sale	299	49.57
Sale	586	49.61
Sale	311	49.62
Sale	607	49.63
Sale	1,578	49.64
Sale	298	49.65
Sale	141	49.66
Sale	956	49.67
Sale	541	49.68
Sale	343	49.69
Sale	666	49.71
Sale	298	49.72
Sale	629	49.73
Sale	300	49.75
Sale	41	49.76
Sale	622	49.77
Sale	334	49.78
Sale	317	49.79
Sale	304	49.81
Sale	319	49.82
Sale	646	49.86
Sale	95	49.87
Sale	336	49.89
Sale	321	49.98
Sale	956	49.99
Sale	385	50
Sale	351	50.01
Sale	39	50.02
Sale	354	50.04
Sale	353	50.09
Sale	659	50.12
Sale	656	50.16
Sale	425	50.17
Sale	295	50.19
Sale	616	50.2
Sale	628	50.21
Sale	978	50.22
Sale	638	50.23
Sale	337	50.24
Sale	100	50.255
Sale	1,006	50.26
Sale	2,169	50.27
Sale	1,293	50.28
Sale	647	50.29
Sale	885	50.3
Sale	621	50.31
Sale	670	50.32
Sale	1,103	50.34
Sale	323	50.35
Sale	628	50.36
Sale	687	50.37
Sale	981	50.38
Sale	298	50.39
Sale	1,004	50.4
Sale	349	50.42
Sale	65	50.425
Sale	933	50.43
Sale	979	50.44
Sale	445	50.45
Sale	705	50.46
Sale	646	50.47
Sale	320	50.48
Sale	100	50.485
Sale	337	50.49
Sale	319	50.495
Sale	116	50.5
Sale	597	50.51
Sale	318	50.52
Sale	619	50.53
Sale	300	50.54
Sale	294	50.55
Sale	330	50.56
Sale	339	50.57
Sale	353	50.58
Sale	314	50.59
Sale	315	50.6
Sale	705	50.61
Sale	710	50.62
Sale	656	50.63
Sale	1,012	50.64
Sale	651	50.65
Sale	1,118	50.66
Sale	712	50.67
Sale	634	50.68
Sale	100	50.69
Sale	324	50.7
Sale	399	50.71
Sale	200	50.72
Sale	220	50.73
Sale	651	50.74
Sale	355	50.77
Sale	303	50.78
Sale	348	50.79
Sale	1,016	50.8
Sale	546	50.86
Sale	766	50.87
Sale	403	50.88
Sale	1,229	50.89
Sale	537	50.895
Sale	601	50.9
Sale	625	50.91
Sale	363	50.93
Sale	1,027	50.94
Sale	100	50.955
Sale	1,186	50.96
Sale	1,469	50.97
Sale	1,488	50.98
Sale	58	50.99
Sale	1,020	51
Sale	616	51.01
Sale	665	51.02
Sale	926	51.03
Sale	948	51.04
Sale	1,426	51.05
Sale	1,397	51.06
Sale	1,929	51.07
Sale	607	51.08
Sale	1,277	51.09
Sale	1,075	51.1
Sale	876	51.11
Sale	1,058	51.12
Sale	540	51.125
Sale	504	51.13
Sale	380	51.14
Sale	963	51.15
Sale	1,083	51.16
Sale	647	51.17
Sale	954	51.19
Sale	333	51.23
Sale	637	51.24
Sale	87	51.25
Sale	24	51.27
Sale	348	51.28
Sale	8	51.3

Notes

(1)   These dealings were carried out pursuant to Mr Liberman's existing Rule 10b5-1 plan.

(ii)        Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received

(b)        Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit

(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit

(ii)        Exercise

Class of relevant security	Product description e.g. call option	Exercising/ exercised against(1)	Number of securities	Exercise price per unit
Class A common stock, par value $0.0001 each	Director/ employee stock options	Exercising	85,000 new shares of class A common stock	85,000 options exercised at $3.29 per share

Notes

(1)   These options were exercised automatically pursuant to the terms of the relevant option plan.

(d)        Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person: Irrevocable commitments and letters of intent should not be included.  If there are no such agreements, arrangements or understandings, state "none"
None.

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"
None.

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

###### Date of disclosure:	15 October 2021
###### Contact name:	Joe DeCristofaro, Investor Relations
###### Telephone number:	+1 617 986 6744

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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