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^*

Hwang Tim

(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)

X	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)

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)
Class B Common Stock	⁽²⁾	07/29/2022		A		7,108,624⁽¹⁾		⁽²⁾	07/29/2029	Class A Common Stock	7,108,624	⁽³⁾	7,108,624	I	See Footnote⁽⁴⁾
Nonstatutory Stock Options (Right to Buy)	$2.43	07/29/2022		A		296,750⁽¹⁾		⁽⁵⁾	07/28/2030	Class A Common Stock	296,750	⁽⁶⁾	296,750	I	See Footnote⁽⁴⁾
Nonstatutory Stock Options (Right to Buy)	$1.49	07/29/2022		A		1,110,438⁽¹⁾		⁽⁷⁾	06/17/2028	Class A Common Stock	1,110,438	⁽⁸⁾	1,110,438	I	See Footnote⁽⁴⁾
Nonstatutory Stock Options (Right to Buy)	$3.62	07/29/2022		A		866,510⁽¹⁾		⁽⁹⁾	05/30/2026	Class A Common Stock	866,510	⁽¹⁰⁾	866,510	I	See Footnote⁽⁴⁾

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. Shares of the Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time, and will be automatically converted into an equal number of shares of Class A Common Stock upon the occurrence of certain events as set forth in Issuer's Certificate of Incorporation.

3. Received in the Business Combination in exchange for 5,988,730 shares of Class B common stock of Legacy FiscalNote.

4. These securities are beneficially owned by Timothy T. Hwang, as Trustee of the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019. The Reporting Person is trustee of this trust.

5. The nonstatutory stock options ("NSOs") 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 January 1, 2020.

6. Received in the Business Combination in exchange for 250,000 shares of NSOs of Legacy FiscalNote.

7. These NSOs are fully vested and are currently exercisable at any time.

8. Received in the Business Combination in exchange for 935,500 shares of NSOs of Legacy FiscalNote.

9. 100% of the shares subject to the NSOs vested on August 1, 2022, the first trading date of the Issuer's securities on the New York Stock Exchange with a minimum price of $7.26 per share.

10. Received in the Business Combination in exchange for 730,000 shares of NSOs of Legacy FiscalNote.

Remarks:

Chairman, Chief Executive Officer and Director

	/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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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