0000899243-22-027478.txt : 20220802 0000899243-22-027478.hdr.sgml : 20220802 20220802201642 ACCESSION NUMBER: 0000899243-22-027478 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: Sedgley Anna CENTRAL INDEX KEY: 0001937693 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39672 FILM NUMBER: 221130563 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 0001937693 Sedgley Anna C/O FISCALNOTE HOLDINGS, INC. 1201 PENNSYLVANIA AVENUE NW, 6TH FLOOR WASHINGTON DC 20004 1 0 0 0 Class A Common Stock 2022-07-29 4 A 0 29675 A 29675 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 50% of the total number of RSUs on the first anniversary of the vesting commencement date, and as to an additional one-twenty-fourth (1/24) 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) until the second anniversary of the vesting commencement date. (Continued from Footnote 2) The vesting commencement date is February 7, 2021. Received in the Business Combination in exchange for 25,000 RSUs of Legacy FiscalNote. /s/ Nicole Corey, Attorney-in-fact 2022-08-02