Form 4: FiscalNote Holdings Director and Entities Report Share Transactions

Manoj Jain and related entities reported transactions involving FiscalNote Holdings Class A Common Stock, including a grant of shares as compensation and indirect holdings through various investment vehicles.

Summary

• Manoj Jain, a director of FiscalNote Holdings, received 7,142 shares of Class A Common Stock as compensation for his service as a non-management director.
• These shares were granted in lieu of a quarterly cash retainer.
• The filing also details indirect ownership of Class A Common Stock by several entities associated with Manoj Jain, including Duddell Street Holdings Ltd, Maso Capital Investments Limited, Blackwell Partners LLC Series A, and Star V Partners LLC.
• Duddell Street Holdings Ltd holds 606,250 shares, Maso Capital Investments Limited holds 3,450,320 shares, Blackwell Partners LLC Series A holds 17,854,774 shares, and Star V Partners LLC holds 7,002,387 shares.
• Manoj Jain and Sohit Khurana are identified as having beneficial ownership and control over shares held by these entities, although they disclaim beneficial ownership except for any pecuniary interest.

Sentiment

Score: 7

Explanation: The document is a routine disclosure of share transactions and ownership, which is neutral to positive. The grant of shares as compensation is a positive sign of alignment with the company's interests. The complex ownership structure could be a minor concern, but overall the sentiment is neutral to slightly positive.

Positives

• The grant of shares to Manoj Jain as compensation aligns his interests with the company's performance.
• The disclosure provides transparency regarding the ownership structure of FiscalNote Holdings.

Risks

• The complex ownership structure involving multiple entities could potentially obscure the true extent of control and influence over the company.
• The disclaimer of beneficial ownership by Manoj Jain and Sohit Khurana, except for pecuniary interest, could raise questions about their actual level of control.

Management Comments

• The shares of Class A Common Stock were granted to the reporting person as compensation for the reporting person's service as a non-management director of the Issuer in lieu of a quarterly cash retainer.

Industry Context

This filing is a routine disclosure of share transactions by a company insider and related entities, which is common practice for publicly traded companies. It provides transparency into the ownership structure and insider activity.

Comparison to Industry Standards

• The reporting of beneficial ownership through multiple entities is not uncommon, particularly in the investment management industry.
• The use of compensation in the form of shares is a standard practice for directors of public companies, aligning their interests with shareholders.
• The level of detail provided in the Form 4 is consistent with SEC requirements for reporting insider transactions.

Stakeholder Impact

• Shareholders are provided with transparency regarding insider transactions and ownership structure.
• The grant of shares to a director aligns their interests with the company's performance, which is generally positive for shareholders.

Key Dates

Keywords

FiscalNote Holdings, Manoj Jain, Class A Common Stock, Beneficial Ownership, Director Compensation, Duddell Street Holdings, Maso Capital Investments, Blackwell Partners, Star V Partners, SEC Form 4