4//SEC Filing
Compton Key 4
Accession 0000899243-22-027492
CIK 0001823466other
Filed
Aug 1, 8:00 PM ET
Accepted
Aug 2, 8:21 PM ET
Size
11.2 KB
Accession
0000899243-22-027492
Insider Transaction Report
Form 4
Compton Key
Director
Transactions
- Award
Class A Common Stock
2022-07-29+721,510→ 721,510 total(indirect: See Footnote) - Award
Class A Common Stock
2022-07-29+29,675→ 29,675 total - Award
Class A Common Stock
2022-07-29+30,865→ 30,865 total(indirect: See Footnote)
Footnotes (7)
- [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 607,841 shares of Class A common stock of Legacy FiscalNote.
- [F3]The shares are beneficially owned by Global Public Offering Master Fund, L.P. ("GPO Master Fund"). The Reporting Person is a managing director of Urgent International Inc., which is the owner and operator of GPO Master Fund and its affiliated entities and the investment advisor for GPO Master Fund. As such, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GPO Master Fund.
- [F4]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 50% of the total number of restricted stock units on the first anniversary of the vesting commencement date, and as to an additional 1/24th 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 second anniversary of the vesting commencement date. The vesting commencement date is February 11, 2021.
- [F5]Received in the Business Combination in exchange for 25,000 restricted stock units of Legacy FiscalNote.
- [F6]Received in the Business Combination in exchange for 26,003 shares of Class A common stock of Legacy FiscalNote.
- [F7]The shares are beneficially owned by Urgent Capital LLC ("Urgent Capital"). The Reporting Person is a managing director of Urgent International Inc., which is the owner and operator of Urgent Capital. As such, the Reporting Person may be deemed to have voting and dispositive power over the shares held by Urgent Capital
Documents
Issuer
FiscalNote Holdings, Inc.
CIK 0001823466
Entity typeother
Related Parties
1- filerCIK 0001937699
Filing Metadata
- Form type
- 4
- Filed
- Aug 1, 8:00 PM ET
- Accepted
- Aug 2, 8:21 PM ET
- Size
- 11.2 KB