Statement of Changes in Beneficial Ownership (4)
20 January 2023 - 9:16AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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Jain Manoj |
2. Issuer Name and Ticker or Trading Symbol
FiscalNote Holdings, Inc.
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NOTE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FISCALNOTE HOLDINGS, INC., 1201 PENNSYLVANIA AVE NW, 6TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/17/2023 |
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(Street)
WASHINGTON, DC 20004
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | | | | | | | (1) | (1) | Class A Common Stock | 389000 | | 389000 | I | By Maso Capital Investments Limited (2)(3) |
| Warrants (Right to Buy) | $7.32 | | | | | | | (1) | (1) | Class A Common Stock | 1093000 | | 1093000 | I | By Blackwell Partners LLC - Series A (3)(4) |
| Warrants (Right to Buy) | $7.32 | | | | | | | (1) | (1) | Class A Common Stock | 518000 | | 518000 | I | By Star V Partners LLC (3)(5) |
| Warrants (Right to Buy) | $7.32 | 1/17/2023 | | J | | | 7000000 | (6) | (6) | Class A Common Stock | 7000000 | $0.00 | 0 | I | By Duddell Street Holdings Ltd (7) |
| Warrants (Right to Buy) | $7.32 | 1/17/2023 | | J | | 1267700 | | (6) | (6) | Class A Common Stock | 1267700 | $0.00 (8) | 1267700 | I | By Maso Capital Investments Limited (2)(3) |
| Warrants (Right to Buy) | $7.32 | 1/17/2023 | | J | | 4138400 | | (6) | (6) | Class A Common Stock | 4138400 | $0.00 (9) | 4138400 | I | By Blackwell Partners LLC - Series A (3)(4) |
| Warrants (Right to Buy) | $7.32 | 1/17/2023 | | J | | 1593900 | | (6) | (6) | Class A Common Stock | 1593900 | $0.00 (10) | 1593900 | I | By Star V Partners LLC (3)(5) |
| Explanation of Responses: |
| (1) | Each Warrant is currently exercisable until the fifth anniversary of the Closing Date (as defined in the Agreement and Plan of Merger dated November 7, 2021, by and among Duddell Street Acquisition Corp., Grassroots Merger Sub, Inc., and FiscalNote Holdings, Inc. (the "Business Combination Agreement")). |
| (2) | These Warrants 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) | These Warrants 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. |
| (5) | These Warrants 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. |
| (6) | Each Warrant is currently exercisable until the fifth anniversary of the Closing Date (as defined in the Business Combination Agreement). |
| (7) | These Warrants are held of record by Duddell Street Holdings Limited ("Duddell"), a Cayman Islands limited liability company. Maso Capital Offshore Limited ("Maso"), a Cayman Islands limited liability company, is the sole member and manager of Duddell. Maso is beneficially owned and controlled by Manoj Jain, Sohit Khurana and Alan Finnerty. |
| (8) | These Warrants were transferred to MCIL by the previous holder of record, Duddell, without any consideration. |
| (9) | These shares were transferred to BPL by the previous holder of record, Duddell, without any consideration. |
| (10) | These Warrants were transferred to SVPL by the previous holder of record, Duddell, without any consideration. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Jain Manoj
C/O FISCALNOTE HOLDINGS, INC.
1201 PENNSYLVANIA AVE NW, 6TH FLOOR
WASHINGTON, DC 20004 | X | X |
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Duddell Street Holdings Ltd
C/O DUDDELL STREET ACQUISITION CORP.
8/F PRINTING HOUSE, 6 DUDDELL STREET
HONG KONG, K3 00000 |
| X |
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Maso Capital Partners Ltd
C/O DUDDELL STREET ACQUISITION CORP.
8/F PRINTING HOUSE, 6 DUDDELL STREET
HONG KONG, K3 00000 |
| X |
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Maso Capital Investments Ltd
C/O DUDDELL STREET ACQUISITION CORP.
8/F PRINTING HOUSE, 6 DUDDELL STREET
HONG KONG, K3 00000 |
| X |
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BLACKWELL PARTNERS LLC - SERIES A
C/O BLACKWELL PARTNERS LLC - SERIES A
280 SOUTH MANGUM STREET, SUITE 210
DURHAM, NC 27701 |
| X |
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Star V Partners LLC
C/O STAR V PARTNERS LLC
2100 WEST END AVE, SUITE 1000
NASHVILLE, TN 37203 |
| X |
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Khurana Sohit
C/O FISCALNOTE HOLDINGS, INC.
1201 PENNSYLVANIA AVE NW, 6TH FLOOR
WASHINGTON, DC 20004 |
| X |
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Signatures
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| /s/ Manoj Jain | | 1/19/2023 |
| **Signature of Reporting Person | Date |
| Duddell Street Holdings Limited, By: /s/ Manoj Jain, Director | | 1/19/2023 |
| **Signature of Reporting Person | Date |
| Maso Capital Partners Limited, By: /s/ Manoj Jain, Director | | 1/19/2023 |
| **Signature of Reporting Person | Date |
| Maso Capital Investments Limited, By: /s/ Manoj Jain, Director | | 1/19/2023 |
| **Signature of Reporting Person | Date |
| Blackwell Partners LLC - Series A, By: /s/ Manoj Jain, Director | | 1/19/2023 |
| **Signature of Reporting Person | Date |
| Star V Partners LLC, By: /s/ Manoj Jain, Director | | 1/19/2023 |
| **Signature of Reporting Person | Date |
| /s/ Sohit Khurana | | 1/19/2023 |
| **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 control number. |
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