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: CALLAHAN MICHAEL JOHN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-29	Class A Common Stock	A	29675	—	Acquired	29675	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-29	Non-qualified stock options	$1.47	A	59350	Acquired	2027-05-12	Class A Common Stock (59350)	Direct

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. 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 1/24th of the total number of RSUs 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 May 1, 2019.

F3: Received in the Business Combination in exchange for 25,000 restricted stock units of Legacy FiscalNote.

F4: These stock options are fully vested and are currently exercisable at any time.

F5: Received in the Business Combination in exchange for 50,000 non-qualified stock options of Legacy FiscalNote.