SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Putman-Garcia Krystal

(Last)

(First)

(Middle)

C/O FISCALNOTE HOLDINGS, INC.

1201 PENNSYLVANIA AVENUE NW, 6TH FLOOR

(Street)

WASHINGTON

20004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FiscalNote Holdings, Inc. [ NOTE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/29/2022		A		30,847⁽¹⁾	A	⁽²⁾⁽³⁾	30,847	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Options	$2.23	07/29/2022		A		23,740⁽¹⁾		⁽⁴⁾	05/01/2029	Class A Common Stock	23,740	⁽⁵⁾	23,740	D
Incentive Stock Options	$2.43	07/29/2022		A		17,805⁽¹⁾		⁽⁶⁾	07/28/2030	Class A Common Stock	17,805	⁽⁷⁾	17,805	D
Incentive Stock Options	$6.56	07/29/2022		A		47,480⁽¹⁾		⁽⁸⁾	07/28/2031	Class A Common Stock	47,480	⁽⁹⁾	47,480	D
Incentive Stock Options	$8.39	07/29/2022		A		10,282⁽¹⁾		⁽¹⁰⁾	12/22/2031	Class A Common Stock	10,282	⁽¹¹⁾	10,282	D

Explanation of Responses:

1. 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.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. The RSUs were granted with both (a) an event-based vesting condition and (b) a service-based vesting condition, both of which must be satisfied in order for the RSUs to vest and become exercisable prior to the expiration date. The event-based vesting condition was satisfied on August 1, 2022, the first trading date of the Issuer's securities on the New York Stock Exchange. The service-based condition will be satisfied as to one-third of the total number of RSUs on the first anniversary of the vesting commencement date, and as to an additional one-thirty-sixth (1/36) of the total number of RSUs on the corresponding day of each month thereafter following the first anniversary of the vesting commencement date (and, if there is no corresponding day, the last day of such month). The vesting commencement date is November 7, 2021.

3. Received in the Business Combination in exchange for 25,988 RSUs of Legacy FiscalNote.

4. The incentive stock options ("ISOs") 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 April 8, 2019.

5. Received in the Business Combination in exchange for 20,000 ISOs of Legacy FiscalNote.

6. The ISOs 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 April 23, 2020.

7. Received in the Business Combination in exchange for 15,000 ISOs of Legacy FiscalNote.

8. The ISOs 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 July 12, 2021.

9. Received in the Business Combination in exchange for 40,000 ISOs of Legacy FiscalNote.

10. The ISOs were granted with both (a) an event-based vesting condition and (b) a service-based vesting condition, both of which must be satisfied in order for the ISOs to vest and become exercisable prior to the expiration date. The event-based vesting condition was satisfied on August 1, 2022, the first trading date of the Issuer's securities on the New York Stock Exchange. The service-based condition will be satisfied as to 25% of the total number of ISOs on the first anniversary of the vesting commencement date, and as to an additional 6.25% of the total number of shares subject to the ISOs on the corresponding day of each quarter thereafter following the first anniversary of the vesting commencement date (and, if there is no corresponding day, the last day of such month). The vesting commencement date is November 7, 2021.

11. Received in the Business Combination in exchange for 8,663 ISOs of Legacy FiscalNote.

Remarks:

Chief Marketing Officer and General Manager of Advocacy

	/s/ Nicole Corey, Attorney-in-fact	08/02/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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