FiscalNote Holdings, Inc. — Director's Dealing 2022

Aug 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FiscalNote Holdings, Inc. (NOTE)
CIK: 0001823466
Period of Report: 2022-07-29

Reporting Person: Yao Gerald (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-29	Class A Common Stock	A	98710	—	Acquired	98710	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-29	Class B Common Stock	$	A	1099208	Acquired	2029-07-29	Class A Common Stock (1099208)	Indirect
2022-07-29	Class B Common Stock	$	A	83090	Acquired	2029-07-29	Class A Common Stock (83090)	Indirect
2022-07-29	Incentive Stock Options	$2.43	A	106830	Acquired	2030-07-28	Class A Common Stock (106830)	Indirect
2022-07-29	Incentive Stock Options	$8.39	A	32903	Acquired	2031-12-22	Class A Common Stock (32903)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: Received in the Business Combination in exchange for 83,160 RSUs of Legacy FiscalNote.

F4: Shares of the Class B Common Stock is 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.

F5: Received in the Business Combination in exchange for 926,038 shares of Class B common stock of Legacy FiscalNote.

F6: The Reporting Person is trustee of this trust.

F7: Received in the Business Combination in exchange for 70,000 shares of Class B common stock of Legacy FiscalNote.

F8: 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 23, 2020.

F9: Received in the Business Combination in exchange for 90,000 ISOs of Legacy FiscalNote.

F10: 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.

F11: Received in the Business Combination in exchange for 27,720 ISOs of Legacy FiscalNote.