Sec Form 4 Filing - Jain Manoj @ FiscalNote Holdings, Inc. - 2022-10-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Jain Manoj 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) (Last) (First) (Middle) C/O FISCALNOTE HOLDINGS, INC., 1201 PENNSYLVANIA AVE NW, 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2022 (Street) WASHINGTON, DC20004 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 4,325,000 I By Duddell Street Holdings Limited( 1 ) Class A Common Stock 10/05/2022 A 27,866( 2 ) A $ 0 27,866 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jain Manoj C/O FISCALNOTE HOLDINGS, INC. 1201 PENNSYLVANIA AVE NW, 6TH FLOOR WASHINGTON, DC20004 X X Signatures /s/ Todd Aman, Attorney-in-Fact 10/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares underlying the Class A Common Stock are held of record by Duddell Street Holdings Limited, a Cayman Islands limited liability company ("Holdings"). Maso Capital Offshore Limited, a Cayman Islands limited liability company ("Maso") is the sole member and manager of Holdings. Maso is beneficially owned and controlled by the Reporting Person, Sohit Khurana and Allan Finnerty, 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. ( 2 )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 2023 annual meeting of stockholders.

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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