Liberman Paul's Form 4/A amendment
AmendedDraftKings Inc. (DKNG) · filed Mar 2, 2023
- Accession no.
- 0001104659-23-028115
- Filed
- Mar 2, 2023
- Trade date
- Feb 28-Mar 1, 2023
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Mar 1, 2023
This filing lists 3 non-derivative transactions and 2 derivative transactions. It carries over 5 transactions from the original filing that it did not restate. Open-market sales total $10.5M. It was filed 2 days after the trade.
This amendment restates part of 0001104659-23-027530 (filed Mar 1, 2023). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Liberman PaulCIK 0001810204 | Director, Officer (See Remarks) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 28, 2023 | Class A Common Stock | MOption exerciseAcquired | +13,584 | –F1 | – | 1,955,604 | Direct | |
| Feb 28, 2023 | Class A Common Stock | FTax withholdingDisposed | −6,025 | $18.86F1 | −$113,631.5 | 1,949,579 | Direct | |
| Mar 1, 2023 | Class A Common Stock | SSaleDisposed | −281,704 | $18.64F2 | −$5,250,962.56 | 1,667,875 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 28, 2023 | Class A Common Stock | AGrant or awardAcquired | +13,584 | $0.00 | $0 | 13,584 | Direct | |
| Feb 28, 2023 | Class A Common Stock | MOption exerciseDisposed | −13,584 | $0.00 | $0 | 0 | Direct |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001104659-23-027530 (filed Mar 1, 2023).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Feb 27, 2023 | Class A Common Stock | AGrant or awardAcquired | +500,000 | $0.00F1 | $0 | 1,465,420 | Direct | |
| Feb 27, 2023 | Class A Common Stock | AGrant or awardAcquired | +127,617 | $0.00F2 | $0 | 1,593,037 | Direct | |
| Feb 28, 2023 | Class A Common Stock | AGrant or awardAcquired | +500,000 | $0.00F1 | $0 | 2,093,037 | Direct | |
| Feb 28, 2023 | Class A Common Stock | AGrant or awardAcquired | +127,617 | $0.00F2 | $0 | 2,220,654 | Direct | |
| Feb 28, 2023 | Class A Common Stock | SSaleDisposed | −278,634 | $18.78F3 | −$5,232,746.52 | 1,942,020 | Direct |
Footnotes on the original
The footnotes that the prices of these transactions refer to on the original filing.
- F1
Represents the vesting of the restricted stock units ("RSUs") granted pursuant to the Issuer's 2020 Incentive Award Plan (the "Plan"), which vested upon the achievement of certain performance goals. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
Referenced by the price of 2 transactions in Table I.
- F2
Represents the vesting of the performance-based restricted stock units ("PSUs") granted pursuant to the Plan, which vested upon the achievement of certain performance criteria. Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
Referenced by the price of 2 transactions in Table I.
- F3
Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs and PSUs. The "sell to cover" transactions were effected pursuant to a Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.53 to $19.53, 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 and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes 3 and 5 to this Form 4.
Referenced by the price of 1 transaction in Table I.
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
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 13,854 shares of Class A Common Stock underlying the RSUs listed in Table II, and 6,025 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. The original Form 4, filed on March 1, 2023 (the "Original Form 4") is being amended by this Form 4/A to disclose the number of shares withheld upon the vesting of the RSUs on February 28, 2023. This Form 4/A provides the number of shares withheld and the price at which shares were withheld and reflects the number of shares of Class A Common Stock owned by the Reporting Person following such transaction.
Referenced by the price of 2 transactions in Table I.
- F2
Represents the number of shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs and performance-based restricted stock units. The "sell to cover" transactions were effected pursuant to a Rule 10b5-1 trading plan. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.47 to $19.47, 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 and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 2. This Form 4/A is amending the Original Form 4 in respect of this transaction only with respect to the number of shares of Class A Common Stock owned by the Reporting Person as a result of the withholding reported in footnote 1 above.
Referenced by the price of 1 transaction in Table I.
- F3
The RSUs were granted and became fully vested on February 28, 2023.
Remarks
President, Global Technology and Product