SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol FiscalNote Holdings, Inc. [ NOTE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/29/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 07/29/2022 | J(1) | 778,000 | A | (1) | 778,000 | I | By Maso Capital Investments Limited(2)(3) | ||
Class A Common Stock | 07/29/2022 | J(4) | 75,133 | A | (4) | 853,133 | I | By Maso Capital Investments Limited(2)(3) | ||
Class A Common Stock | 07/29/2022 | J(5) | 941,277 | A | (5) | 1,794,410 | I | By Maso Capital Investments Limited(2)(3) | ||
Class A Common Stock | 07/29/2022 | J(6) | 982,445 | A | (6) | 2,776,855 | I | By Maso Capital Investments Limited(2)(3) | ||
Class A Common Stock | 07/29/2022 | J(1) | 2,186,000 | A | (1) | 2,186,000 | I | By Blackwell Partners LLC - Series A(7)(2) | ||
Class A Common Stock | 07/29/2022 | J(4) | 210,373 | A | (4) | 2,396,373 | I | By Blackwell Partners LLC - Series A(7)(2) | ||
Class A Common Stock | 07/29/2022 | J(5) | 7,643,194 | A | (5) | 10,039,567 | I | By Blackwell Partners LLC - Series A(7)(2) | ||
Class A Common Stock | 07/29/2022 | J(6) | 5,616,683 | A | (6) | 15,656,250 | I | By Blackwell Partners LLC - Series A(7)(2) | ||
Class A Common Stock | 07/29/2022 | J(1) | 1,036,000 | A | (1) | 1,036,000 | I | By Star V Partners LLC(8)(2) | ||
Class A Common Stock | 07/29/2022 | J(4) | 90,159 | A | (4) | 1,126,159 | I | By Star V Partners LLC(8)(2) | ||
Class A Common Stock | 07/29/2022 | J(5) | 2,823,843 | A | (5) | 3,950,002 | I | By Star V Partners LLC(8)(2) | ||
Class A Common Stock | 07/29/2022 | J(6) | 2,205,625 | A | (6) | 6,155,627 | I | By Star V Partners LLC(8)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (Right to Buy) | $7.32 | 07/29/2022 | J(9) | 389,000 | (9) | (9) | Class A Common Stock | 611,286 | (9) | 389,000 | I | By Maso Capital Investments Limited(2)(3) | |||
Warrants (Right to Buy) | $7.32 | 07/29/2022 | J(9) | 1,093,000 | (9) | (9) | Class A Common Stock | 1,717,571 | (9) | 1,093,000 | I | By Blackwell Partners LLC - Series A(7)(2) | |||
Warrants (Right to Buy) | $7.32 | 07/29/2022 | J(9) | 518,000 | (9) | (9) | Class A Common Stock | 814,000 | (9) | 518,000 | I | By Star V Partners LLC(8)(2) | |||
Warrants (Right to Buy) | $7.32 | 07/29/2022 | J(10) | 1,267,700 | (10) | (10) | Class A Common Stock | 1,992,100 | (10) | 1,267,700 | I | By Maso Capital Investments Limited(2)(3) | |||
Warrants (Right to Buy) | $7.32 | 07/29/2022 | J(10) | 4,138,400 | (10) | (10) | Class A Common Stock | 6,503,200 | (10) | 4,138,400 | I | By Blackwell Partners LLC - Series A(7)(2) | |||
Warrants (Right to Buy) | $7.32 | 07/29/2022 | J(10) | 1,593,900 | (10) | (10) | Class A Common Stock | 2,504,700 | (9) | 1,593,900 | I | By Star V Partners LLC(8)(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. These shares of Class A Common Stock were received on a one-for-one basis in exchange for the Class A ordinary shares held by the Reporting Persons concurrently with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated November 7, 2021, by and among Duddell Street Acquisition Corp. (now known as FiscalNote Holdings Inc., the "Issuer"), Grassroots Merger Sub, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), and FiscalNote Holdings, Inc. ("Old FiscalNote") (as it may be amended and/or restated from time to time (the "Business Combination Agreement")). |
2. These shares Class A Common Stock and Warrants, as applicable, are held of record by Maso Capital Investments Limited ("MCIL"), a Cayman Islands limited liability company. Maso Capital Partners Limited ("MCPL"), a Hong Kong limited liability company, is the investment manager of MCIL and has sole voting and investment power with respect to the shares held by MCIL. |
3. MCPL is beneficially owned and controlled by Manoj Jain and Sohit Khurana, each of whom may be deemed to have beneficial ownership over these shares. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
4. Each of the Reporting Persons acquired shares of Class A Common Stock in exchange for convertible notes issued by Old FiscalNote (the "Convertible Notes") held by the Reporting Person in accordance with the terms of the Convertible Notes and the Business Combination Agreement. |
5. Immediately prior to Closing (as defined in the Business Combination Agreement), each of the applicable Reporting Persons subscribed for shares of Class A Common Stock pursuant to the terms of the Backstop Agreement, dated as of November 7, 2021, by and among the Issuer and the Reporting Persons (the "Backstop Shares"). |
6. Immediately prior to Closing, each of the applicable Reporting Persons received a distribution of shares of Class A Common Stock as Bonus Shares (as defined in the Business Combination Agreement) in connection with electing not to redeem outstanding shares of Class A Common Stock held by the Reporting Person, including with respect to any Backstop Shares issued to and held by the Reporting Person. |
7. These shares of Class A Common Stock and Warrants, as applicable, are held of record by Blackwell Partners LLC - Series A ("BPL"), a Delaware limited liability company. MCPL is the investment manager of BPL and has sole voting and investment power with respect to the shares held by BPL. |
8. These shares of Class A Common Stock and Warrants, as applicable, are held of record by Star V Partners LLC ("SVPL"), a Tennessee limited liability company. MCPL is the investment manager of SVPL and has sole voting and investment power with respect to the shares held by SVPL. |
9. Each Warrant held by a Reporting Person entitles the holder thereof to purchase one share of Class A Common Stock for $7.32 per share. The Warrants will not become exercisable until 30 days after the Closing Date (as defined in the Business Combination Agreement) and will expire on the fifth anniversary of the Closing Date. |
10. Each Warrant held by the Reporting Persons was initially acquired at the time of the initial public offering of the Issuer and were contingent on the closing of an initial business combination within a specified period of time. Each Warrant now entitles the holder thereof to purchase one share of Class A Common Stock for $7.32 per share. The Warrants will not become exercisable until 30 days after the Closing Date and will expire on the fifth anniversary of the Closing Date. |
Maso Capital Partners Limited, By: /s/ Manoj Jain, Director | 08/02/2022 | |
Blackwell Partners LLC - Series A, By: /s/ Manoj Jain, Director | 08/02/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |