SEC FORM 4

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^*

Jain Manoj

(Last)

(First)

(Middle)

C/O FISCALNOTE HOLDINGS, INC.

1201 PENNSYLVANIA AVE NW, 6TH FLOOR

(Street)

WASHINGTON

20004

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2023

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)

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							⁽¹⁾	⁽¹⁾	Class A Common Stock	389,000		389,000	I	By Maso Capital Investments Limited⁽²⁾⁽³⁾
Warrants (Right to Buy)	$7.32							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,093,000		1,093,000	I	By Blackwell Partners LLC - Series A⁽³⁾⁽⁴⁾
Warrants (Right to Buy)	$7.32							⁽¹⁾	⁽¹⁾	Class A Common Stock	518,000		518,000	I	By Star V Partners LLC⁽³⁾⁽⁵⁾
Warrants (Right to Buy)	$7.32	01/17/2023		J			7,000,000	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	7,000,000	$0.00	0	I	By Duddell Street Holdings Ltd⁽⁷⁾
Warrants (Right to Buy)	$7.32	01/17/2023		J		1,267,700		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	1,267,700	$0.00⁽⁸⁾	1,267,700	I	By Maso Capital Investments Limited⁽²⁾⁽³⁾
Warrants (Right to Buy)	$7.32	01/17/2023		J		4,138,400		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,138,400	$0.00⁽⁹⁾	4,138,400	I	By Blackwell Partners LLC - Series A⁽³⁾⁽⁴⁾
Warrants (Right to Buy)	$7.32	01/17/2023		J		1,593,900		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	1,593,900	$0.00⁽¹⁰⁾	1,593,900	I	By Star V Partners LLC⁽³⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Jain Manoj

(Last)

(First)

(Middle)

C/O FISCALNOTE HOLDINGS, INC.

1201 PENNSYLVANIA AVE NW, 6TH FLOOR

(Street)

WASHINGTON

20004

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Duddell Street Holdings Ltd

(Last)

(First)

(Middle)

C/O DUDDELL STREET ACQUISITION CORP.

8/F PRINTING HOUSE, 6 DUDDELL STREET

(Street)

HONG KONG

00000

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Maso Capital Partners Ltd

(Last)

(First)

(Middle)

C/O DUDDELL STREET ACQUISITION CORP.

8/F PRINTING HOUSE, 6 DUDDELL STREET

(Street)

HONG KONG

00000

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Maso Capital Investments Ltd

(Last)

(First)

(Middle)

C/O DUDDELL STREET ACQUISITION CORP.

8/F PRINTING HOUSE, 6 DUDDELL STREET

(Street)

HONG KONG

00000

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BLACKWELL PARTNERS LLC - SERIES A

(Last)

(First)

(Middle)

C/O BLACKWELL PARTNERS LLC - SERIES A

280 SOUTH MANGUM STREET, SUITE 210

(Street)

DURHAM

27701

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Star V Partners LLC

(Last)

(First)

(Middle)

C/O STAR V PARTNERS LLC

2100 WEST END AVE, SUITE 1000

(Street)

NASHVILLE

37203

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Khurana Sohit

(Last)

(First)

(Middle)

C/O FISCALNOTE HOLDINGS, INC.

1201 PENNSYLVANIA AVE NW, 6TH FLOOR

(Street)

WASHINGTON

20004

(City)

(State)

(Zip)

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.

Remarks:

	/s/ Manoj Jain	01/19/2023
	Duddell Street Holdings Limited, By: /s/ Manoj Jain, Director	01/19/2023
	Maso Capital Partners Limited, By: /s/ Manoj Jain, Director	01/19/2023
	Maso Capital Investments Limited, By: /s/ Manoj Jain, Director	01/19/2023
	Blackwell Partners LLC - Series A, By: /s/ Manoj Jain, Director	01/19/2023
	Star V Partners LLC, By: /s/ Manoj Jain, Director	01/19/2023
	/s/ Sohit Khurana	01/19/2023
	** 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).
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