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

Role
Chairman, Chief Executive Officer and Director, 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, 08:21 PM
Next filing
Nov 17, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NOTE Class B Common Stock Award +7.11M 7.11M Jul 29, 2022 Class A Common Stock 7.11M See Footnote F1, F2, F3, F4
transaction NOTE Nonstatutory Stock Options (Right to Buy) Award +297K 297K Jul 29, 2022 Class A Common Stock 297K $2.43 See Footnote F1, F4, F5, F6
transaction NOTE Nonstatutory Stock Options (Right to Buy) Award +1.11M 1.11M Jul 29, 2022 Class A Common Stock 1.11M $1.49 See Footnote F1, F4, F7, F8
transaction NOTE Nonstatutory Stock Options (Right to Buy) Award +867K 867K Jul 29, 2022 Class A Common Stock 867K $3.62 See Footnote F1, F4, 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 Shares of the Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of shares of Class A Common Stock upon the occurrence of certain events as set forth in Issuer's Certificate of Incorporation.
F3 Received in the Business Combination in exchange for 5,988,730 shares of Class B common stock of Legacy FiscalNote.
F4 These securities are beneficially owned by Timothy T. Hwang, as Trustee of the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019. The Reporting Person is trustee of this trust.
F5 The nonstatutory stock options ("NSOs") vest over a four-year period as follows: (i) 10% of the underlying shares vest on the first anniversary of the vesting commencement date, (ii) 5% of the underlying shares vest on the corresponding day of each quarter during the second year and (iii) 8.75% of the underlying shares vest on the corresponding day of each quarter during the third and fourth years, subject to the Reporting Person's continuous employment through such date. If there is no corresponding day, the vesting will occur on the last day of such month. The vesting commencement date is January 1, 2020.
F6 Received in the Business Combination in exchange for 250,000 shares of NSOs of Legacy FiscalNote.
F7 These NSOs are fully vested and are currently exercisable at any time.
F8 Received in the Business Combination in exchange for 935,500 shares of NSOs of Legacy FiscalNote.
F9 100% of the shares subject to the NSOs vested on August 1, 2022, the first trading date of the Issuer's securities on the New York Stock Exchange with a minimum price of $7.26 per share.
F10 Received in the Business Combination in exchange for 730,000 shares of NSOs of Legacy FiscalNote.

Remarks:

Chairman, Chief Executive Officer and Director