Fawell Reed 4

Accession 0000899243-22-027499

CIK 0001823466other

View on SEC.gov Company Profile

Filed

Aug 1, 8:00 PM ET

Accepted

Aug 2, 8:25 PM ET

Size

18.3 KB

Accession

0000899243-22-027499

Insider Transaction Report

Form 4

Period: 2022-07-29

FiscalNote Holdings, Inc.NOTE

Fawell Reed

See Remarks

Transactions

Award
Incentive Stock Options
2022-07-29+23,740→ 23,740 total
Exercise: $2.23Exp: 2029-05-01→ Class A Common Stock (23,740 underlying)
Award
Incentive Stock Options
2022-07-29+53,415→ 53,415 total
Exercise: $1.49Exp: 2028-06-17→ Class A Common Stock (53,415 underlying)
Award
Class A Common Stock
2022-07-29+70,507→ 70,507 total
Award
Incentive Stock Options
2022-07-29+89,025→ 89,025 total
Exercise: $2.43Exp: 2030-07-28→ Class A Common Stock (89,025 underlying)
Award
Incentive Stock Options
2022-07-29+23,502→ 23,502 total
Exercise: $8.39Exp: 2031-12-22→ Class A Common Stock (23,502 underlying)

Footnotes (11)

[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.
[F10]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.
[F11]Received in the Business Combination in exchange for 19,800 ISOs of Legacy FiscalNote.
[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 59,400 RSUs of Legacy FiscalNote.
[F4]The incentive stock options ("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 January 1, 2019.
[F5]Received in the Business Combination in exchange for 20,000 ISOs of Legacy FiscalNote.
[F6]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.
[F7]Received in the Business Combination in exchange for 75,000 ISOs of Legacy FiscalNote.
[F8]These ISOs are fully vested and are currently exercisable at any time.
[F9]Received in the Business Combination in exchange for 45,000 ISOs of Legacy FiscalNote.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

FiscalNote Holdings, Inc.

CIK 0001823466

→

Entity typeother

Related Parties

filerCIK 0001937662

Filing Metadata

Form type: 4
Filed: Aug 1, 8:00 PM ET
Accepted: Aug 2, 8:25 PM ET
Size: 18.3 KB

View on SEC.gov