Form 4: FiscalNote Director Tim Hwang Sells Shares to Cover Tax Obligations
SEC Form 4 Filing
Director Tim Hwang sold 34,120 shares of FiscalNote Holdings, Inc. Class A Common Stock on April 3, 2025, to cover tax obligations related to vesting restricted stock units.
Summary
- On April 3, 2025, Tim Hwang, a director of FiscalNote Holdings, Inc., sold 34,120 shares of Class A Common Stock at a price of $0.684 per share.
- The sale was executed to satisfy tax obligations arising from the vesting of 89,840 restricted stock units.
- The transaction was conducted under a pre-arranged Rule 10b5-1 trading plan adopted on August 11, 2023.
- Following the transaction, Hwang directly owns 49,318 shares of Class A Common Stock.
- Hwang also indirectly owns 2,621,872 shares through the Timothy T. Hwang Revocable Trust, where he serves as trustee.
Sentiment
Score: 5
Explanation: The sentiment is neutral as the transaction appears to be a routine sale to cover tax obligations under a pre-arranged trading plan. It doesn't necessarily indicate a positive or negative outlook on the company.
Industry Context
Sales by insiders are a common occurrence and are often related to personal financial planning or diversification. The use of a 10b5-1 plan suggests the insider is selling shares in a pre-planned manner to avoid accusations of insider trading.
Comparison to Industry Standards
- Comparing insider sales to companies like Thomson Reuters or Bloomberg, it's common for executives to utilize 10b5-1 plans for orderly sales of stock.
- The volume of shares sold is relatively small compared to the total shares owned, which is typical for tax-related sales.
- Similar transactions can be seen at companies like CoStar Group, where executives periodically sell shares for diversification or tax purposes.
Stakeholder Impact
- The sale of shares by a director could have a minor negative impact on shareholder sentiment, but the use of a 10b5-1 plan mitigates concerns about insider trading.
Key Dates
| Date | Description |
|---|---|
| January 10, 2019 | Original date of the Timothy T. Hwang Revocable Trust. |
| August 11, 2023 | Date of adoption of the Rule 10b5-1 trading plan. |
| April 03, 2025 | Date of the share sale transaction. |
| April 07, 2025 | Date of signature on the Form 4 filing. |
Keywords
FiscalNote Holdings, Tim Hwang, Class A Common Stock, Form 4, SEC, Share Sale, Rule 10b5-1, Restricted Stock Units, Tax Obligations, Director
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