Richard Henderson - 19 Jan 2023 Form 4 Insider Report for FiscalNote Holdings, Inc. (NOTE)

Role
Chief Revenue Officer
Signature
/s/ Todd Aman, Attorney-in-Fact
Issuer symbol
NOTE
Transactions as of
19 Jan 2023
Net transactions value
$0
Form type
4
Filing time
09 Feb 2023, 18:15:38 UTC
Previous filing
09 Jan 2023
Next filing
09 Jan 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NOTE Class A Common Stock Award $0 +107,500 $0.000000 107,500 19 Jan 2023 Direct F1

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 Stock Options (Right to Buy) Award $0 +37,500 $0.000000 37,500 19 Jan 2023 Class A Common Stock 37,500 $5.21 Direct F2
transaction NOTE Performance Stock Options (right to buy) Award $0 +25,000 $0.000000 25,000 19 Jan 2023 Class A Common Stock 25,000 $5.21 Direct F3
transaction NOTE Performance-Based Restricted Stock Units Award $0 +75,000 $0.000000 75,000 19 Jan 2023 Class A Common Stock 75,000 $0.000000 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. Pursuant to the terms of Mr. Henderson's offer letter, one-third (1/3rd) of the RSUs will vest on January 3, 2024. An additional one-twelfth (1/12th) of the aggregate number of RSUs will vest on the corresponding day of each quarter thereafter (or if there is no such corresponding day, on the last day of such month).
F2 Twenty-five percent (25%) of the shares subject to the option will vest on January 3, 2024. An additional 6.25% of the aggregate number of shares subject to the option will vest on the corresponding day of each quarter thereafter (or if there is no such corresponding day, on the last day of such month).
F3 Twenty-five percent (25%) of the shares subject to the option will become vesting-eligible on January 3, 2024, with the remaining shares becoming vesting-eligible in equal quarterly increments over the three years following January 3, 2024. Shares subject to the option that are vesting-eligible vest upon the Class A common stock achieving specified prices per share.
F4 Each performance based restricted stock unit ("PSU") represents a contingent right to receive one share of Class A Common Stock. One third of the PSUs will become vesting-eligible on January 3, 2024, with the remaining PSUs becoming vesting-eligible in equal quarterly increments over the two years following January 19, 2024. PSUs that are vesting-eligible vest upon the Class A common stock achieving specified prices per share.

Remarks:

Chief Revenue Officer