Conrad Yiu - Jul 29, 2022 Form 4 Insider Report for FiscalNote Holdings, Inc. (NOTE)

Role
Director
Signature
/s/ Nicole Corey, Attorney-in-fact
Stock symbol
NOTE
Transactions as of
Jul 29, 2022
Transactions value $
$0
Form type
4
Date filed
8/2/2022, 08:17 PM
Next filing
Oct 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOTE Class A Common Stock Award +1.46M 1.46M Jul 29, 2022 See Footnote F1, F2, F3
transaction NOTE Class A Common Stock Award +26.3K 26.3K Jul 29, 2022 Direct F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities were issued on the closing date of the merger (the "Business Combination") contemplated by the Agreement and Plan or Merger, dated as of November 7, 2021, as amended by the First Amendment to Agreement and Plan of Merger, dated as of May 9, 2022 (the "Merger Agreement"), by and among FiscalNote Holdings, Inc. (f/k/a Duddell Street Acquisition Corp.) ("DSAC"), Grassroots Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of DSAC, and FiscalNote Intermediate Holdco, Inc. (f/k/a FiscalNote Holdings, Inc.), a Delaware corporation ("Legacy FiscalNote"), in exchange for Legacy FiscalNote securities.
F2 Received in the Business Combination in exchange for 1,227,451 shares of Class A common stock of Legacy FiscalNote.
F3 The shares are beneficially owned by Skyone Capital Pty Ltd ATF AS1 GF No.11 ("SkyOne"). The Reporting Person is a director of SkyOne, which entity is the trustee of funds affiliated with and/or managed by AS1 Growth Partners Pty Ltd where the Reporting Person serves as a partner, and in such capacity may be deemed to have voting and dispositive power over such shares.
F4 Each restricted stock unit represents a contingent right to receive one share of Class A Common. The restricted stock units were granted with both (a) an event-based vesting condition and (b) a service-based vesting condition, both of which must be satisfied in order for the restricted stock units to vest. The event-based vesting condition was satisfied on August 1, 2022, the first trading date of the Issuer's securities on the New York Stock Exchange. The service-based condition will be satisfied as to 50% of the total number of restricted stock units on the first anniversary of the vesting commencement date, and as to an additional 1/24th of the total number of restricted stock units on the corresponding day of each month following the first anniversary of the vesting commencement date (and, if there is no corresponding day, the last day of the month) until the second anniversary of the vesting commencement date. The vesting commencement date is October 25, 2020.
F5 Received in the Business Combination in exchange for 25,000 restricted stock units of Legacy FiscalNote.