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Form 8 (DD) - DraftKings Inc

4th Oct 2021 07:00

RNS Number : 8746N
DraftKings Inc.
04 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:

Matthew Kalish

(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:

1 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:

1,795,077

0.443

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

TOTAL:

1,795,077

0.443

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

187,787

 $0.63

Fully Vested

24/03/2016

24/03/2026

115,424

 $0.63

Fully Vested

03/05/2017

03/05/2017

 354,097

 $3.82

Fully Vested

 

18/04/2018

18/04/2028

584,498

 $3.29

(i) 13,873 options vest on 01/01/2022, (ii) 13,872 options vest on 01/04/2022, (iii) 556,753 options have vested

03/05/2018

03/05/2018

 1,511,843

 $3.29

Fully Vested

04/06/2019

04/06/2029

707,254

 $4.70

(i) 18,786 options vest on 01/12/2021, (ii) 18,787 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) 18,786 options vest on 01/03/2023, (vii) 18,786 options vest on 01/06/2023, (viii) 575,751 options 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

3,251

$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

738

48.55

Sale

379

48.59

Sale

200

48.68

Sale

802

48.73

Sale

366

48.77

Sale

1,108

48.78

Sale

363

48.82

Sale

410

48.84

Sale

380

48.86

Sale

419

48.87

Sale

432

48.88

Sale

367

48.91

Sale

377

48.94

Sale

414

48.99

Sale

422

49

Sale

434

49.02

Sale

832

49.03

Sale

416

49.04

Sale

100

49.045

Sale

400

49.055

Sale

100

49.06

Sale

744

49.07

Sale

534

49.08

Sale

800

49.11

Sale

431

49.14

Sale

363

49.15

Sale

388

49.21

Sale

396

49.25

Sale

384

49.26

Sale

358

49.27

Sale

1,409

49.29

Sale

1,239

49.3

Sale

534

49.31

Sale

558

49.32

Sale

908

49.33

Sale

367

49.34

Sale

1,254

49.35

Sale

359

49.36

Sale

778

49.37

Sale

404

49.4

Sale

389

49.44

Sale

203

49.46

Sale

778

49.49

Sale

426

49.52

Sale

364

49.53

Sale

425

49.54

Sale

422

49.55

Sale

839

49.59

Sale

369

49.61

Sale

850

49.63

Sale

393

49.65

Sale

412

49.66

Sale

367

49.67

Sale

1,154

49.69

Sale

100

49.74

Sale

771

49.75

Sale

1,192

49.76

Sale

413

49.77

Sale

375

49.82

Sale

366

49.83

Sale

428

49.84

Sale

367

49.88

Sale

425

49.89

Sale

399

49.9

Sale

375

49.92

Sale

414

49.93

Sale

1,190

49.95

Sale

445

49.97

Sale

434

49.98

Sale

390

49.99

Sale

809

50

Sale

403

50.01

Sale

789

50.04

Sale

750

50.05

Sale

717

50.06

Sale

431

50.07

Sale

432

50.09

Sale

398

50.14

Sale

415

50.15

Sale

424

50.24

Sale

367

50.25

Sale

808

50.28

Sale

753

50.29

Sale

387

50.3

Sale

200

50.31

Sale

928

50.33

Sale

774

50.34

Sale

1,603

50.35

Sale

1,567

50.36

Sale

1,210

50.37

Sale

2,476

50.38

Sale

2,430

50.39

Sale

1,149

50.4

Sale

1,207

50.41

Sale

1,191

50.42

Sale

1,266

50.43

Sale

100

50.44

Sale

1,617

50.45

Sale

1,510

50.46

Sale

3

50.465

Sale

1,200

50.47

Sale

1,584

50.48

Sale

1,286

50.49

Sale

2,329

50.5

Sale

1,219

50.51

Sale

864

50.52

Sale

200

50.53

Sale

848

50.54

Sale

2,124

50.55

Sale

1,984

50.56

Sale

182

50.575

Sale

2,675

50.58

Sale

2,070

50.59

Sale

1,932

50.6

Sale

338

50.605

Sale

1,176

50.61

Sale

407

50.615

Sale

2,172

50.62

Sale

175

50.625

Sale

953

50.63

Sale

432

50.635

Sale

1,160

50.64

Sale

420

50.65

Sale

226

50.66

Sale

1,150

50.67

Sale

472

50.68

Sale

887

50.69

Sale

395

50.7

Sale

379

50.71

Sale

230

50.72

Sale

429

50.73

 

Notes

These dealings were carried out pursuant to Mr Kalish'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

96,154 new shares of class A common stock

96,154 options exercised at $0.63 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:

4 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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END
 
 
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