SEC FORM 4

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^*

Maso Capital Partners Ltd

(Last)

(First)

(Middle)

8/F PRINTING HOUSE

6 DUDDELL STREET

(Street)

HONG KONG

000000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FiscalNote Holdings, Inc. [ NOTE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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^*

Maso Capital Partners Ltd

(Last)

(First)

(Middle)

8/F PRINTING HOUSE

6 DUDDELL STREET

(Street)

HONG KONG

000000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BLACKWELL PARTNERS LLC - SERIES A

(Last)

(First)

(Middle)

280 SOUTH MANGUM STREET, SUITE 210

(Street)

DURHAM

27701-3675

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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).
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