Tim Hwang - Dec 2, 2024 Form 4 Insider Report for FiscalNote Holdings, Inc. (NOTE)

Role
Chairman, CEO and Director, Director, 10%+ Owner
Signature
/s/ Todd Aman, Attorney-in-Fact
Stock symbol
NOTE
Transactions as of
Dec 2, 2024
Transactions value $
-$71,490
Form type
4
Date filed
12/4/2024, 04:49 PM
Previous filing
Nov 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOTE Class A Common Stock Sale -$45.6K -47.4K -1.96% $0.96 2.38M Dec 2, 2024 See Footnote F1, F2
transaction NOTE Class A Common Stock Sale -$25.9K -25K -1.05% $1.04 2.35M Dec 2, 2024 See Footnote F2, F3
holding NOTE Class A Common Stock 49.3K Dec 2, 2024 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Represents shares of the Issuer's Class A Common Stock sold to satisfy the reporting person's tax obligation upon the vesting of 89,832 restricted stock units in a sell-to-cover transaction pursuant to a Rule 10b5-1 trading plan adopted on August 11, 2023.
F2 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.
F3 The price reported is a weighted average price. The reported securities were sold in multiple transactions, pursuant to a Rule 10b5-1 trading plan adopted on March 20, 2024, at prices ranging from $1.00 to $1.10. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range.