SC 13G/A 1 sc13g-a.htm AMENDMENT NO. 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

DRAFTKINGS INC.
(Name of Issuer)

Class A Common Stock, par value $0.0001
(Title of Class of Securities)

26142R104
(CUSIP Number)

December 31, 2020
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


Rule 13d-1(b)


Rule 13d-1(c)


Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP No. 26142R104

1
NAMES OF REPORTING PERSONS
 
 
The Walt Disney Company
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
18,718,527(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
18,718,527(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,718,527(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.8%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


(1)  Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.

(2) Based on 391,713,826 shares of Class A Common Stock outstanding as of November 11, 2020 as set forth in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 13, 2020.

CUSIP No. 26142R104

1
NAMES OF REPORTING PERSONS
 
 
TWDC Enterprises 18 Corp.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
18,718,527(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
18,718,527(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,718,527(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.8%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


(1)  Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.

(2) Based on 391,713,826 shares of Class A Common Stock outstanding as of November 11, 2020 as set forth in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 13, 2020.

CUSIP No. 26142R104

1
NAMES OF REPORTING PERSONS
 
 
Disney Enterprises, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
18,718,527(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
18,718,527(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,718,527(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.8%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


(1)  Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.

(2) Based on 391,713,826 shares of Class A Common Stock outstanding as of November 11, 2020 as set forth in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 13, 2020.

CUSIP No. 26142R104

1
NAMES OF REPORTING PERSONS
 
 
TFCF Corporation
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
18,718,527(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
18,718,527(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
18,718,527(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.8%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


(1)  Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.

(2) Based on 391,713,826 shares of Class A Common Stock outstanding as of November 11, 2020 as set forth in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 13, 2020.

CUSIP No. 26142R104

1
NAMES OF REPORTING PERSONS
 
 
TFCF America, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
18,718,527(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
18,718,527(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,718,527(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.8%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


(1)  Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.

(2) Based on 391,713,826 shares of Class A Common Stock outstanding as of November 11, 2020 as set forth in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 13, 2020.


CUSIP No. 26142R104

1
NAMES OF REPORTING PERSONS
 
 
TFCF Sports Enterprises LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
18,718,527(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
18,718,527(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
18,718,527(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.8%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 


(1)  Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.

(2) Based on 391,713,826 shares of Class A Common Stock outstanding as of November 11, 2020 as set forth in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 13, 2020.


EXPLANATORY NOTE

This Schedule 13G/A constitutes Amendment No. 1 (“Amendment No. 1”) to and amends and supplements the prior statement on Schedule 13G as filed on April 30, 2020 (the “Schedule 13G”), relating to the Class A common stock, par value $0.0001, of DraftKings Inc., a Nevada corporation (the “Issuer”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Scheduled 13G.

Item 1(a).
Name of Issuer

 
DraftKings Inc.

Item 1(b).
Address of Issuer’s Principal Executive Offices

 

222 Berkeley Street, 5th Floor, Boston, MA, 02116
 

Item 2(a).
Name of Person Filing

 
The Walt Disney Company
TWDC Enterprises 18 Corp.
Disney Enterprises, Inc.
TFCF Corporation
TFCF America, Inc.
TFCF Sports Enterprises LLC
 
TFCF Sports Enterprises LLC is the direct holder of the shares of Class A Common Stock reflected in this Schedule 13G.  TFCF Sports Enterprises LLC is a wholly owned subsidiary of TFCF America, Inc., which is a wholly owned subsidiary of TFCF Corporation, which is a wholly owned subsidiary of Disney Enterprises, Inc., which is a wholly owned subsidiary of TWDC Enterprises 18 Corp., which is a wholly owned subsidiary of The Walt Disney Company.

Item 2(b).
Address of Principal Business Office or, if none, Residence

 
The Walt Disney Company - 500 South Buena Vista Street; Burbank, California 91521
TWDC Enterprises 18 Corp. - 500 South Buena Vista Street; Burbank, California 91521
Disney Enterprises, Inc. - 500 South Buena Vista Street; Burbank, California 91521
TFCF Corporation - 1211 Avenue of the Americas; New York, NY 10036
TFCF America, Inc. - 1211 Avenue of the Americas; New York, NY 10036
TFCF Sports Enterprises LLC - 500 South Buena Vista Street; Burbank, California 91521

Item 2(c).
Citizenship

 

Each Reporting Person - Delaware

Item 2(d).
Title of Class of Securities

 
Class A Common Stock, par value $0.0001

Item 2(e).
CUSIP Number

 

26142R104

1

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
       
 
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
       
 
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
       
 
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
       
 
(e)
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
 
(f)
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
 
(h)
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j)
A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
       
 
(k)
Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.
Ownership
   
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
 
18,718,527(1)
 
(b)
Percent of class:
 
4.8%(2)
 
(c)
Number of shares as to which the person has:
 
   
(i)
Sole power to vote or to direct the vote
 
0
   
(ii)
Shared power to vote or to direct the vote
 
18,718,527(1)
   
(iii)
Sole power to dispose or to direct the disposition of
 
0
   
(iv)
Shared power to dispose or to direct the disposition of
 
18,718,527(1)


(1)  Represents (i) 18,605,549 shares of Class A Common Stock held by the Reporting Persons, including 171,860 shares of Class A Common Stock released from escrow to the Reporting Persons upon the achievement of certain earnout conditions pursuant to the Business Combination Agreement and (ii) 112,978 shares of Class A Common Stock issuable on the conversion of warrants held by the Reporting Persons.

(2) Based on 391,713,826 shares of Class A Common Stock outstanding as of November 11, 2020 as set forth in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 13, 2020.
2


Item 5.
Ownership of Five Percent or Less of a Class
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ⌧.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person
   
 
Not applicable

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
 
Not applicable

Item 8.
Identification and Classification of Members of the Group
   
 
Not applicable

Item 9.
Notice of Dissolution of Group
   
 
Not applicable

Item 10.
Certification
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

3


Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2021


 
The Walt Disney Company
 
     
 
By:
/s/ James Kapenstein
 
   
Name:
James Kapenstein
 
   
Title:
Associate General Counsel
 
         
         
 
TWDC Enterprises 18 Corp.
 
     
 
By:
/s/ James Kapenstein
 
   
Name:
James Kapenstein
 
   
Title:
Senior Vice President
 
         
         
 
Disney Enterprises, Inc.
 
     
 
By:
/s/ James Kapenstein
 
   
Name:
James Kapenstein
 
   
Title:
Vice President
 
         
         
 
TFCF Corporation
 
     
 
By:
/s/ James Kapenstein
 
   
Name:
James Kapenstein
 
   
Title:
Senior Vice President
 
         
         
 
TFCF America, Inc.
 
     
 
By:
/s/ James Kapenstein
 
   
Name:
James Kapenstein
 
   
Title:
President
 
         
         
 
TFCF Sports Enterprises LLC
 
     
 
By:
/s/ Michael Heimbach
 
   
Name:
Michael Heimbach
 
   
Title:
Manager
 




4