Todd Aman - Aug 3, 2022 Form 3 Insider Report for FiscalNote Holdings, Inc. (NOTE)

Signature
/s/ Nicole Corey, Attoney-in-Fact
Stock symbol
NOTE
Transactions as of
Aug 3, 2022
Transactions value $
$0
Form type
3
Date filed
8/5/2022, 10:44 AM
Next filing
Oct 7, 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
holding NOTE Incentive Stock Options Aug 3, 2022 Class A Common Stock 29.7K Direct F1, F2, F3
* 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 The incentive stock options ("ISOs") vest over a four-year period as follows: (i) 25% of the shares subject to the ISOs vest on the first anniversary of the vesting commencement date, and (ii) 6.25% of the shares subject to the ISOs vest on the corresponding day of each quarter during the second, third and fourth years (and if there is no corresponding day, on the last day of such month), subject to the Reporting Person's continuous employment through each such date. The vesting commencement date is April 12, 2021.
F3 Received in the Business Combination in exchange for 25,000 ISOs of Legacy FiscalNote.

Remarks:

Senior Vice President, General Counsel and Secretary