FiscalNote Holdings, Inc. — Director's Dealing 2023

Feb 10, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FiscalNote Holdings, Inc. (NOTE)
CIK: 0001823466
Period of Report: 2023-01-19

Reporting Person: Henderson Richard (Chief Revenue Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-19	Class A Common Stock	A	107500	$0.00	Acquired	107500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-19	Stock Options (Right to Buy)	$5.21	A	37500	Acquired	2033-01-18	Class A Common Stock (37500)	Direct
2023-01-19	Performance Stock Options (right to buy)	$5.21	A	25000	Acquired	2033-01-18	Class A Common Stock (25000)	Direct
2023-01-19	Performance-Based Restricted Stock Units	$0.00	A	75000	Acquired	2028-12-31	Class A Common Stock (75000)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. Pursuant to the terms of Mr. Henderson's offer letter, one-third (1/3rd) of the RSUs will vest on January 3, 2024. An additional one-twelfth (1/12th) of the aggregate number of RSUs will vest on the corresponding day of each quarter thereafter (or if there is no such corresponding day, on the last day of such month).

F2: Twenty-five percent (25%) of the shares subject to the option will vest on January 3, 2024. An additional 6.25% of the aggregate number of shares subject to the option will vest on the corresponding day of each quarter thereafter (or if there is no such corresponding day, on the last day of such month).

F3: Twenty-five percent (25%) of the shares subject to the option will become vesting-eligible on January 3, 2024, with the remaining shares becoming vesting-eligible in equal quarterly increments over the three years following January 3, 2024. Shares subject to the option that are vesting-eligible vest upon the Class A common stock achieving specified prices per share.

F4: Each performance based restricted stock unit ("PSU") represents a contingent right to receive one share of Class A Common Stock. One third of the PSUs will become vesting-eligible on January 3, 2024, with the remaining PSUs becoming vesting-eligible in equal quarterly increments over the two years following January 19, 2024. PSUs that are vesting-eligible vest upon the Class A common stock achieving specified prices per share.