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Form 4 FiscalNote Holdings, For: May 31 Filed by: BLACKWELL PARTNERS LLC - SERIES A

June 2, 2023 9:31 PM EDT
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 DC 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)
05/31/2023
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)
Code V Amount (A) or (D) Price
Class A Common Stock 05/31/2023   A   82,159 (1) A $ 0 110,025 D  
Class A Common Stock               606,250 I By Duddell Street Holdings Ltd (2)
Class A Common Stock               3,450,320 I By Maso Capital Investments Limited (3) (4)
Class A Common Stock               17,854,774 I By Blackwell Partners LLC - Series A (4) (5)
Class A Common Stock               7,002,387 I By Star V Partners LLC (4) (6)
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
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest on the date of the Issuer's 2024 annual meeting of stockholders.
2. 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.
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 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
6. 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.
/s/ Manoj Jain 06/02/2023
** Signature of Reporting Person Date
Duddell Street Holdings Limited, by: /s/ Manoj Jain, Director 06/02/2023
** Signature of Reporting Person Date
Maso Capital Partners Limited, by: /s/ Manoj Jain, Director 06/02/2023
** Signature of Reporting Person Date
Maso Capital Investments Limited, by: /s/ Manoj Jain, Director 06/02/2023
** Signature of Reporting Person Date
Blackwell Partners LLC - Series A, by: /s/ Manoj Jain, Director 06/02/2023
** Signature of Reporting Person Date
Star V Partners LLC, by: /s/ Manoj Jain, Director 06/02/2023
** Signature of Reporting Person Date
/s/ Sohit Khurana 06/02/2023
** 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.

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