Form 4: FiscalNote CEO Sells Shares to Cover Tax Obligations and Under Pre-Arranged Trading Plan
SEC Form 4 Filing
FiscalNote Holdings CEO, Tim Hwang, sold shares of Class A Common Stock to cover tax obligations and under a pre-arranged trading plan.
Summary
- Tim Hwang, CEO of FiscalNote Holdings, sold 47,439 shares of Class A Common Stock at $0.9604 per share on December 2, 2024, to cover tax obligations related to vesting restricted stock units.
- An additional 25,000 shares were sold at a weighted average price of $1.0372 per share on the same day, under a pre-arranged trading plan.
- These transactions were executed under Rule 10b5-1 trading plans adopted on August 11, 2023, and March 20, 2024, respectively.
- Following these sales, Mr. Hwang beneficially owns 2,353,073 shares of Class A Common Stock indirectly through the Timothy T. Hwang Revocable Trust.
Sentiment
Score: 5
Explanation: The document reflects routine insider transactions under pre-arranged plans, which is neither positive nor negative.
Industry Context
This is a routine filing for insider transactions and is common for executives who have stock-based compensation.
Comparison to Industry Standards
- Rule 10b5-1 trading plans are a common practice among public company executives to avoid accusations of insider trading.
- The sale of shares to cover tax obligations is a standard practice for executives receiving stock-based compensation.
- The reported prices are within the typical range for the stock's recent trading history.
Stakeholder Impact
- The stock sales may have a minor impact on the stock price, but the transactions were pre-planned and are not indicative of a change in the company's outlook.
Key Dates
| Date | Description |
|---|---|
| 2019-01-10 | Date of the Timothy T. Hwang Revocable Trust. |
| 2023-08-11 | Date of adoption of the first Rule 10b5-1 trading plan. |
| 2024-03-20 | Date of adoption of the second Rule 10b5-1 trading plan. |
| 2024-12-02 | Date of the stock sales. |
| 2024-12-04 | Date of the Form 4 filing. |
Keywords
FiscalNote, Tim Hwang, insider trading, Form 4, stock sale, Rule 10b5-1, tax obligations, Class A Common Stock
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