0000899243-22-027481.txt : 20220802 0000899243-22-027481.hdr.sgml : 20220802 20220802201727 ACCESSION NUMBER: 0000899243-22-027481 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: Yiu Conrad CENTRAL INDEX KEY: 0001937691 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39672 FILM NUMBER: 221130567 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 0001937691 Yiu Conrad 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 1456985 A 1456985 I See Footnote Class A Common Stock 2022-07-29 4 A 0 26349 A 26349 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. Received in the Business Combination in exchange for 1,227,451 shares of Class A common stock of Legacy FiscalNote. The shares are beneficially owned by Skyone Capital Pty Ltd ATF AS1 GF No.11 ("SkyOne"). The Reporting Person is a director of SkyOne, which entity is the trustee of funds affiliated with and/or managed by AS1 Growth Partners Pty Ltd where the Reporting Person serves as a partner, and in such capacity may be deemed to have voting and dispositive power over such shares. Each restricted stock unit represents a contingent right to receive one share of Class A Common. The restricted stock units 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 restricted stock units to vest. 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 restricted stock units on the first anniversary of the vesting commencement date, and as to an additional 1/24th of the total number of restricted stock units on the corresponding day of each month following the first anniversary of the vesting commencement date (and, if there is no corresponding day, the last day of the month) until the second anniversary of the vesting commencement date. The vesting commencement date is October 25, 2020. Received in the Business Combination in exchange for 25,000 restricted stock units of Legacy FiscalNote. /s/ Nicole Corey, Attorney-in-fact 2022-08-02