SEC Form 4: Jain Manoj disposed of 3,718,750 shares and acquired 3,718,750 shares
$DSAC
Business Services
Consumer Discretionary
| 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)
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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) 12/30/2022 | ||||||||||||||||||||||||||
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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 | 27,866 | D | ||||||||
| Class A Common Stock | 12/30/2022 | J | 3,718,750 | D | $0.00 | 606,250 | I | By Duddell Street Holdings Ltd(1) | ||
| Class A Common Stock | 12/30/2022 | J | 673,466 | A | $0.00(2) | 3,450,320 | I | By Maso Capital Investments Limited(3)(4) | ||
| Class A Common Stock | 12/30/2022 | J | 2,198,525 | A | $0.00(5) | 17,854,774 | I | By Blackwell Partners LLC - Series A(4)(6) | ||
| Class A Common Stock | 12/30/2022 | J | 846,759 | A | $0.00(7) | 7,002,387 | I | By Star V Partners LLC(4)(8) | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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. The shares 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 Allan Finnerty. |
| 2. These shares were transferred to Maso Capital Investments ("MCIL"), a Cayman Islands limited liability company, by the previous holder of record, Duddell, without any consideration. |
| 3. These shares are held of record by MCIL. 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. |
| 4. 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. |
| 5. These shares were transferred to Blackwell Partners LLC - Series A ("BPL"), a Delaware limited liability company, by the previous holder of record, Duddell, without any consideration. |
| 6. These shares are held of record by BPL. MCPL is the investment manager of BPL and has sole voting and investment power with respect to the shares held by BPL. |
| 7. These shares were transferred to Star V Partners LLC ("SVPL"), a Tennessee limited liability company by the previous holder of record, Duddell, without any consideration. |
| 8. These shares are held of record by SVPL. MCPL is the investment manager of SVPL and has sole voting and investment power with respect to the shares held by SVPL. |
| Remarks: |
| /s/ Manoj Jain | 01/04/2023 | |
| Duddell Street Holdings Limited, By: /s/ Manoj Jain, Director | 01/04/2023 | |
| Maso Capital Partners Limited, By: /s/ Manoj Jain, Director | 01/04/2023 | |
| Maso Capital Investments Limited, By: /s/ Manoj Jain, Director | 01/04/2023 | |
| Blackwell Partners LLC - Series A, By: /s/ Manoj Jain, Director | 01/04/2023 | |
| Star V Partners LLC, By: /s/ Manoj Jain, Director | 01/04/2023 | |
| /s/ Sohit Khurana | 01/04/2023 | |
| ** 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. | ||