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: Eidelman Vlad (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-29	Class A Common Stock	A	86959	—	Acquired	86959	Direct
2022-07-29	Class A Common Stock	A	17805	—	Acquired	17805	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-29	Incentive Stock Options	$2.71	A	11870	Acquired	2031-02-10	Class A Common Stock (11870)	Direct
2022-07-29	Incentive Stock Options	$2.43	A	53415	Acquired	2030-07-28	Class A Common Stock (53415)	Direct
2022-07-29	Incentive Stock Options	$1.49	A	68578	Acquired	2028-06-17	Class A Common Stock (68578)	Direct
2022-07-29	Incentive Stock Options	$8.93	A	5935	Acquired	2032-07-11	Class A Common Stock (5935)	Direct
2022-07-29	Incentive Stock Options	$8.55	A	28986	Acquired	2032-04-13	Class A Common Stock (28986)	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 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 73,260 RSUs of Legacy FiscalNote.

F4: Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs vest over a three-year period, with one-third of the total number of RSUs vesting on the first anniversary of the vesting commencement date and one-twelfth of the total number of RSUs vesting 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), subject to the Reporting Person's continuous employment through each such date. The vesting commencement date is June 16, 2022.

F5: Received in the Business Combination in exchange for 15,000 RSUs of Legacy FiscalNote.

F6: 25% of these incentive stock options ("ISOs") vested on August 1, 2021, the six month anniversary of the vesting commencement date. The remaining 75% vest in equal monthly installments thereafter beginning on the corresponding day of the first month following the six-month anniversary of the vesting commencement date, such that the ISOs shall be fully vested on the three year anniversary of the vesting commencement date, subject to the Reporting Person's continuous employment through each such date. If there is no corresponding day, the vesting will occur on the last day of the month. The vesting commencement date is February 1, 2021.

F7: Received in the Business Combination in exchange for 10,000 ISOs of Legacy FiscalNote.

F8: The 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 45,000 ISOs of Legacy FiscalNote.

F10: These ISOs are fully vested and are currently exercisable at any time.

F11: Received in the Business Combination in exchange for 57,775 ISOs of Legacy FiscalNote.

F12: The ISOs vest over a four-year period as follows: (i) 25% of the shares subject to the ISOs vest on the first anniversary of the vesting commencement date, and (ii) 6.25% of the shares subject to the ISOs vest on the corresponding day of each quarter during the second, third and fourth years (and if there is no corresponding day, on the last day of such month), subject to the Reporting Person's continuous employment through each such date. The vesting commencement date is June 16, 2022.

F13: Received in the Business Combination in exchange for 5,000 ISOs of Legacy FiscalNote.

F14: 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.

F15: Received in the Business Combination in exchange for 24,420 ISOs of Legacy FiscalNote.