Robins Jason 的 Form 4 申報
DraftKings Inc.（DKNG），2023/3/15 申報
- 申報編號
- 0001104659-23-032960
- 申報時間
- 2023/3/15
- 交易日
- 2023/3/13-3/15
- 申報延遲
- 2 天
- 10b5-1 計畫
- 表單沒有這欄（2023 年以前）
這份申報列了 6 筆非衍生性交易、1 筆衍生性交易。公開市場賣出合計 $1,031 萬。交易後 2 天申報。
申報人
一份 Form 4 可以有好幾位申報人，例如本人與他控制的基金。各交易表上顯示的是第一位。
| 申報人 | 與公司的關係 |
|---|---|
| Robins JasonCIK 0001810231 | 董事、高階主管（見申報備註） |
非衍生性證券（表 I）
普通股等股票的取得與處分，每一列是申報上的一筆。
| 交易日 | 證券 | 交易 | 股數 | 價格 | 金額 | 交易後持股 | 持有方式 | 旗標 |
|---|---|---|---|---|---|---|---|---|
| 2023/3/13 | Class A Common Stock | A公司授予取得 | +500,000 | –F1 | – | 6,247,138 | 直接 | |
| 2023/3/13 | Class A Common Stock | A公司授予取得 | +140,379 | –F2 | – | 6,387,517 | 直接 | |
| 2023/3/14 | Class A Common Stock | A公司授予取得 | +500,000 | –F1 | – | 6,887,517 | 直接 | |
| 2023/3/14 | Class A Common Stock | A公司授予取得 | +140,379 | –F2 | – | 7,027,896 | 直接 | |
| 2023/3/14 | Class A Common Stock | S賣出處分 | −280,704 | $18.44F3 | −$5,176,181.76 | 6,747,192 | 直接 | |
| 2023/3/15 | Class A Common Stock | S賣出處分 | −294,597 | $17.43F4 | −$5,134,825.71 | 6,452,595 | 直接 |
衍生性證券（表 II）
選擇權、認股權證、限制型股票單位等。股數是標的股票的股數；單價與金額是衍生證券本身的價格，交易後持有是衍生證券的單位數。
附註與備註
本站收錄交易價格引用的附註、修正申報（Form 4/A）的全部附註，以及申報的備註。其他附註，例如間接持有的方式、交易計畫的細節，請看 SEC EDGAR 上的原文。
- 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.
表 I 有 2 筆交易的價格引用這則附註。
- 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.
表 I 有 2 筆交易的價格引用這則附註。
- 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 $18.10 to $19.09, 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 ranges set forth in footnotes 3 and 4 to this Form 4.
表 I 有 1 筆交易的價格引用這則附註。
- F4
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 $17.13 to $18.12, inclusive. See the last sentence of footnote 3 above.
表 I 有 1 筆交易的價格引用這則附註。
- F5
On March 14, 2023, the Reporting Person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the Reporting Person to deliver to the buyer up to an aggregate 1,293,782 shares of the Issuer's Class A Common Stock (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of the Issuer's Class A Common Stock) following the maturity dates March 4, 2026 and March 5, 2026 (each, a "Maturity Date"). In exchange for assuming this obligation, the Reporting Person will receive a cash payment of $13,789,745 on March 16, 2023. The Reporting Person pledged 1,293,782 shares of the Issuer's Class A Common Stock (the "Pledged Shares") to secure his obligations under the contract, and retained voting rights in the Pledged Shares during the term of the pledge, but is obligated to pay to the buyer the economic benefits of dividends during the term of the pledge.
表 II 有 1 筆交易的價格引用這則附註。
- F6
The transaction is divided into two tranches, each tranche comprising 646,891 shares (the "Base Amount") of the Issuer's Class A Common Stock. The number of shares of the Issuer's Class A Common Stock to be delivered by the Reporting Person to the buyer on the second business day immediately following each Maturity Date (the "Settlement Date") is to be generally determined as follows: (a) if the closing price of shares of the Issuer's Class A Common Stock on a Maturity Date (the "Settlement Price") is less than $31.74 ("Cap Level") but greater than $12.70 ("Floor Level"), the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount multiplied by a ratio equal to the Floor Level divided by the Settlement Price; (continued on footnote 7 to this Form 4)
表 II 有 1 筆交易的價格引用這則附註。
- F7
(Continued from footnote 6 to this Form 4) (b) if the Settlement Price is equal to or greater than the Cap Level on a Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Level and (B) the excess, if any, of the Settlement Price over the Cap Level, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Level on a Maturity Date, the Reporting Person will deliver a number of shares of the Issuer's Class A Common Stock equal to the Base Amount.
表 II 有 1 筆交易的價格引用這則附註。
備註
Chief Executive Officer and Chairman of the Board. In addition, Jason Robins is the sole holder of 393,013,951 shares of Class B Common Stock of the Issuer, which are not registered securities.