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: Hwang Tim (Director, See Remarks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-29	Class B Common Stock	$	A	7108624	Acquired	2029-07-29	Class A Common Stock (7108624)	Indirect
2022-07-29	Nonstatutory Stock Options (Right to Buy)	$2.43	A	296750	Acquired	2030-07-28	Class A Common Stock (296750)	Indirect
2022-07-29	Nonstatutory Stock Options (Right to Buy)	$1.49	A	1110438	Acquired	2028-06-17	Class A Common Stock (1110438)	Indirect
2022-07-29	Nonstatutory Stock Options (Right to Buy)	$3.62	A	866510	Acquired	2026-05-30	Class A Common Stock (866510)	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: 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.

F3: Received in the Business Combination in exchange for 5,988,730 shares of Class B common stock of Legacy FiscalNote.

F4: 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.

F5: 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.

F6: Received in the Business Combination in exchange for 250,000 shares of NSOs of Legacy FiscalNote.

F7: These NSOs are fully vested and are currently exercisable at any time.

F8: Received in the Business Combination in exchange for 935,500 shares of NSOs of Legacy FiscalNote.

F9: 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.

F10: Received in the Business Combination in exchange for 730,000 shares of NSOs of Legacy FiscalNote.