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: 2023-02-07

Reporting Person: Yao Gerald (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-07	Class A Common Stock	A	15000	$0.00	Acquired	101971	Indirect
2023-02-07	Class A Common Stock	F	1465	$3.60	Disposed	100506	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-07	Employee Stock Options (Right to Buy)	$3.60	A	15000	Acquired	2033-02-06	Class A Common Stock (15000)	Indirect

Footnotes

F1: Each RSU represents a contingent right to receive one share of Class A Common Stock. These Restricted Stock Units ("RSUs") vest over three years. One-third (1/3rd) of the RSUs will vest on the one-year anniversary of February 7, 2023, with the remainder vesting ratably each fiscal quarter thereafter.

F2: The Reporting Person is Trustee of this Trust.

F3: Represents shares of the issuer's Class A Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of 2,742 restricted stock units.

F4: These Stock Options (the "Options") vest over a four year period as follows: One-fourth (1/4th) of the Options will vest on the one-year anniversary of February 7, 2023, with the remainder vesting ratably each fiscal quarter thereafter.