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: Nilsson Keith (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-29	Class A Common Stock	A	6345702	—	Acquired	6345702	Indirect
2022-07-29	Class A Common Stock	A	2123156	—	Acquired	2123156	Indirect
2022-07-29	Class A Common Stock	A	2629238	—	Acquired	2629238	Indirect
2022-07-29	Class A Common Stock	A	2250000	—	Acquired	2250000	Indirect
2022-07-29	Class A Common Stock	A	301585	—	Acquired	301585	Indirect
2022-07-29	Class A Common Stock	A	59349	—	Acquired	59349	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: Received in the Business Combination in exchange for 5,346,000 shares of Class A common stock of Legacy FiscalNote.

F3: The Reporting Person is managing partner of the beneficial owner of these shares and may be deemed to have voting and dispositive power over the shares held by the beneficial owner.

F4: Received in the Business Combination in exchange for 1,895,535 shares of Class A common stock of Legacy FiscalNote.

F5: Received in the Business Combination in exchange for 2,215,028 shares of Class A common stock of Legacy FiscalNote.

F6: The Reporting Person is managing director of the beneficial owner of these shares and may be deemed to have voting and dispositive power over the shares held by the beneficial owner.

F7: Received in the Business Combination in exchange for 1,770,410 shares of Class A common stock of Legacy FiscalNote.

F8: Received in the Business Combination in exchange for 254,073 shares of Class A common stock of Legacy FiscalNote.

F9: Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units 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 restricted stock units 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 25% of the total number of restricted stock units on the first anniversary of the vesting commencement date and as to an additional 1/48th of the total number of restricted stock units 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 fourth anniversary of the vesting commencement date. The vesting commencement date is November 6, 2017.

F10: Received in the Business Combination in exchange for 50,000 restricted stock units of Legacy FiscalNote.