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

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, 08:18 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 +6.35M 6.35M Jul 29, 2022 Visionnaire Ventures Fund I, LP F1, F2, F3
transaction NOTE Class A Common Stock Award +2.12M 2.12M Jul 29, 2022 Xplorer Capital Fund III L.P. F1, F3, F4
transaction NOTE Class A Common Stock Award +2.63M 2.63M Jul 29, 2022 XC FiscalNote-A, LLC F1, F5, F6
transaction NOTE Class A Common Stock Award +2.25M 2.25M Jul 29, 2022 XC FiscalNote-B, LLC F1, F6, F7
transaction NOTE Class A Common Stock Award +302K 302K Jul 29, 2022 Xplorer Capital Fund III GP, LLC F1, F3, F8
transaction NOTE Class A Common Stock Award +59.3K 59.3K Jul 29, 2022 Direct F1, F9, F10
* 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 5,346,000 shares of Class A common stock of Legacy FiscalNote.
F3 The Reporting Person is managing partner of the beneficial owner of these shares and may be deemed to have voting and dispositive power over the shares held by the beneficial owner.
F4 Received in the Business Combination in exchange for 1,895,535 shares of Class A common stock of Legacy FiscalNote.
F5 Received in the Business Combination in exchange for 2,215,028 shares of Class A common stock of Legacy FiscalNote.
F6 The Reporting Person is managing director of the beneficial owner of these shares and may be deemed to have voting and dispositive power over the shares held by the beneficial owner.
F7 Received in the Business Combination in exchange for 1,770,410 shares of Class A common stock of Legacy FiscalNote.
F8 Received in the Business Combination in exchange for 254,073 shares of Class A common stock of Legacy FiscalNote.
F9 Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. 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 25% of the total number of restricted stock units on the first anniversary of the vesting commencement date and as to an additional 1/48th 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 fourth anniversary of the vesting commencement date. The vesting commencement date is November 6, 2017.
F10 Received in the Business Combination in exchange for 50,000 restricted stock units of Legacy FiscalNote.