| 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 |
|
|||||||||||||||
| 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)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/19/2023 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 01/19/2023 | A | 107,500(1) | A | $0.00 | 107,500 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Stock Options (Right to Buy) | $5.21 | 01/19/2023 | A | 37,500 | (2) | 01/18/2033 | Class A Common Stock | 37,500 | $0.00 | 37,500 | D | ||||
| Performance Stock Options (right to buy) | $5.21 | 01/19/2023 | A | 25,000 | (3) | 01/18/2033 | Class A Common Stock | 25,000 | $0.00 | 25,000 | D | ||||
| Performance-Based Restricted Stock Units | $0.00 | 01/19/2023 | A | 75,000 | (4) | 12/31/2028 | Class A Common Stock | 75,000 | $0.00 | 75,000 | D | ||||
| Explanation of Responses: |
| 1. 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). |
| 2. 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). |
| 3. 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. |
| 4. 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. |
| Remarks: |
| Chief Revenue Officer |
| /s/ Todd Aman, Attorney-in-Fact | 02/09/2023 | |
| ** 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. | ||
