Maso Capital Partners Ltd - Jul 29, 2022 Form 4 Insider Report for FiscalNote Holdings, Inc. (NOTE)

Role
10%+ Owner
Signature
Maso Capital Partners Limited, By: /s/ Manoj Jain, Director
Stock symbol
NOTE
Transactions as of
Jul 29, 2022
Transactions value $
$0
Form type
4
Date filed
8/2/2022, 01:33 PM
Next filing
Jun 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOTE Class A Common Stock Other +778K 778K Jul 29, 2022 By Maso Capital Investments Limited F1, F2, F3
transaction NOTE Class A Common Stock Other +75.1K +9.66% 853K Jul 29, 2022 By Maso Capital Investments Limited F2, F3, F4
transaction NOTE Class A Common Stock Other +941K +110.33% 1.79M Jul 29, 2022 By Maso Capital Investments Limited F2, F3, F5
transaction NOTE Class A Common Stock Other +982K +54.75% 2.78M Jul 29, 2022 By Maso Capital Investments Limited F2, F3, F6
transaction NOTE Class A Common Stock Other +2.19M 2.19M Jul 29, 2022 By Blackwell Partners LLC - Series A F1, F2, F7
transaction NOTE Class A Common Stock Other +210K +9.62% 2.4M Jul 29, 2022 By Blackwell Partners LLC - Series A F2, F4, F7
transaction NOTE Class A Common Stock Other +7.64M +318.95% 10M Jul 29, 2022 By Blackwell Partners LLC - Series A F2, F5, F7
transaction NOTE Class A Common Stock Other +5.62M +55.95% 15.7M Jul 29, 2022 By Blackwell Partners LLC - Series A F2, F6, F7
transaction NOTE Class A Common Stock Other +1.04M 1.04M Jul 29, 2022 By Star V Partners LLC F1, F2, F8
transaction NOTE Class A Common Stock Other +90.2K +8.7% 1.13M Jul 29, 2022 By Star V Partners LLC F2, F4, F8
transaction NOTE Class A Common Stock Other +2.82M +250.75% 3.95M Jul 29, 2022 By Star V Partners LLC F2, F5, F8
transaction NOTE Class A Common Stock Other +2.21M +55.84% 6.16M Jul 29, 2022 By Star V Partners LLC F2, F6, F8

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 Warrants (Right to Buy) Other +389K 389K Jul 29, 2022 Class A Common Stock 611K $7.32 By Maso Capital Investments Limited F2, F3, F9
transaction NOTE Warrants (Right to Buy) Other +1.09M 1.09M Jul 29, 2022 Class A Common Stock 1.72M $7.32 By Blackwell Partners LLC - Series A F2, F7, F9
transaction NOTE Warrants (Right to Buy) Other +518K 518K Jul 29, 2022 Class A Common Stock 814K $7.32 By Star V Partners LLC F2, F8, F9
transaction NOTE Warrants (Right to Buy) Other +1.27M 1.27M Jul 29, 2022 Class A Common Stock 1.99M $7.32 By Maso Capital Investments Limited F2, F3, F10
transaction NOTE Warrants (Right to Buy) Other +4.14M 4.14M Jul 29, 2022 Class A Common Stock 6.5M $7.32 By Blackwell Partners LLC - Series A F2, F7, F10
transaction NOTE Warrants (Right to Buy) Other +1.59M 1.59M Jul 29, 2022 Class A Common Stock 2.5M $7.32 By Star V Partners LLC F2, F8, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares of Class A Common Stock were received on a one-for-one basis in exchange for the Class A ordinary shares held by the Reporting Persons concurrently with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated November 7, 2021, by and among Duddell Street Acquisition Corp. (now known as FiscalNote Holdings Inc., the "Issuer"), Grassroots Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and FiscalNote Holdings, Inc. ("Old FiscalNote") (as it may be amended and/or restated from time to time (the "Business Combination Agreement")).
F2 These shares Class A Common Stock and Warrants, as applicable, are held of record by Maso Capital Investments Limited ("MCIL"), a Cayman Islands limited liability company. Maso Capital Partners Limited ("MCPL"), a Hong Kong limited liability company, is the investment manager of MCIL and has sole voting and investment power with respect to the shares held by MCIL.
F3 MCPL is beneficially owned and controlled by Manoj Jain and Sohit Khurana, each of whom may be deemed to have beneficial ownership over these shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
F4 Each of the Reporting Persons acquired shares of Class A Common Stock in exchange for convertible notes issued by Old FiscalNote (the "Convertible Notes") held by the Reporting Person in accordance with the terms of the Convertible Notes and the Business Combination Agreement.
F5 Immediately prior to Closing (as defined in the Business Combination Agreement), each of the applicable Reporting Persons subscribed for shares of Class A Common Stock pursuant to the terms of the Backstop Agreement, dated as of November 7, 2021, by and among the Issuer and the Reporting Persons (the "Backstop Shares").
F6 Immediately prior to Closing, each of the applicable Reporting Persons received a distribution of shares of Class A Common Stock as Bonus Shares (as defined in the Business Combination Agreement) in connection with electing not to redeem outstanding shares of Class A Common Stock held by the Reporting Person, including with respect to any Backstop Shares issued to and held by the Reporting Person.
F7 These shares of Class A Common Stock and Warrants, as applicable, are held of record by Blackwell Partners LLC - Series A ("BPL"), a Delaware limited liability company. MCPL is the investment manager of BPL and has sole voting and investment power with respect to the shares held by BPL.
F8 These shares of Class A Common Stock and Warrants, as applicable, are held of record by Star V Partners LLC ("SVPL"), a Tennessee limited liability company. MCPL is the investment manager of SVPL and has sole voting and investment power with respect to the shares held by SVPL.
F9 Each Warrant held by a Reporting Person entitles the holder thereof to purchase one share of Class A Common Stock for $7.32 per share. The Warrants will not become exercisable until 30 days after the Closing Date (as defined in the Business Combination Agreement) and will expire on the fifth anniversary of the Closing Date.
F10 Each Warrant held by the Reporting Persons was initially acquired at the time of the initial public offering of the Issuer and were contingent on the closing of an initial business combination within a specified period of time. Each Warrant now entitles the holder thereof to purchase one share of Class A Common Stock for $7.32 per share. The Warrants will not become exercisable until 30 days after the Closing Date and will expire on the fifth anniversary of the Closing Date.