0000899243-22-027474.txt : 20220802 0000899243-22-027474.hdr.sgml : 20220802 20220802201519 ACCESSION NUMBER: 0000899243-22-027474 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220729 FILED AS OF DATE: 20220802 DATE AS OF CHANGE: 20220802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Putman-Garcia Krystal CENTRAL INDEX KEY: 0001937665 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39672 FILM NUMBER: 221130560 MAIL ADDRESS: STREET 1: 1201 PENNSYLVANIA AVE NW, 6TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FiscalNote Holdings, Inc. CENTRAL INDEX KEY: 0001823466 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1201 PENNSYLVANIA AVENUE NW, 6TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202 793-5300 MAIL ADDRESS: STREET 1: 1201 PENNSYLVANIA AVENUE NW, 6TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20004 FORMER COMPANY: FORMER CONFORMED NAME: Duddell Street Acquisition Corp. DATE OF NAME CHANGE: 20200902 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-07-29 0 0001823466 FiscalNote Holdings, Inc. NOTE 0001937665 Putman-Garcia Krystal C/O FISCALNOTE HOLDINGS, INC. 1201 PENNSYLVANIA AVENUE NW, 6TH FLOOR WASHINGTON DC 20004 0 1 0 0 See Remarks Class A Common Stock 2022-07-29 4 A 0 30847 A 30847 D Incentive Stock Options 2.23 2022-07-29 4 A 0 23740 A 2029-05-01 Class A Common Stock 23740 23740 D Incentive Stock Options 2.43 2022-07-29 4 A 0 17805 A 2030-07-28 Class A Common Stock 17805 17805 D Incentive Stock Options 6.56 2022-07-29 4 A 0 47480 A 2031-07-28 Class A Common Stock 47480 47480 D Incentive Stock Options 8.39 2022-07-29 4 A 0 10282 A 2031-12-22 Class A Common Stock 10282 10282 D 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. 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. Received in the Business Combination in exchange for 25,988 RSUs of Legacy FiscalNote. 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. Received in the Business Combination in exchange for 20,000 ISOs of Legacy FiscalNote. 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. Received in the Business Combination in exchange for 15,000 ISOs of Legacy FiscalNote. 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. Received in the Business Combination in exchange for 40,000 ISOs of Legacy FiscalNote. 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. Received in the Business Combination in exchange for 8,663 ISOs of Legacy FiscalNote. Chief Marketing Officer and General Manager of Advocacy /s/ Nicole Corey, Attorney-in-fact 2022-08-02