Sec Form 13D Filing - Hwang Tim filing for FiscalNote Holdings Inc. (NOTE) - 2022-10-24

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Timothy Hwang

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (see instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  180,578,107⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  —

  SOLE DISPOSITIVE POWER

  9,971,155 ⁽¹⁾

  SHARED DISPOSITIVE POWER

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,971,155 ⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  8.1%⁽²⁾

  TYPE OF REPORTING PERSON (see instructions)

  IN

Reflects (i) 2,143,870 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), over which Timothy T. Hwang, as Trustee of the Timothy T. Hwang Revocable Trust, originally dated January 10, 2019 (“Hwang Trust”) has the right to acquire sole voting and dispositive power upon the exercise of options exercisable as of or within 60 days; (ii) 538,996 shares of Class A Common Stock held by Mr. Hwang and 179,666 shares of Class A Common Stock which are issuable upon the vesting of restricted stock units as of or within 60 days; and (iii) 7,108,623 shares of Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), held by the Hwang Trust, over which Mr. Hwang has sole voting and dispositive power.

Based on 123,121,480 shares of Class A Common Stock and 8,290,921 shares of Class B Common Stock outstanding as of September 20, 2022 as reported in the Issuer’s Form S-1/A filed on September 9, 2022 plus 538,996 shares of Class A Common Stock issued upon the vesting of restricted stock units on October 5, 2022. The Class A Common Stock and Class B Common Stock have identical economic rights, but holders of Class A Common Stock are entitled to one vote per share while holders of Class B Common Stock are entitled to 25 votes per share.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Timothy T. Hwang Revocable Trust, originally dated January 10, 2019

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (see instructions)

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  USA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  179,859,445⁽¹⁾⁽²⁾

  SHARED VOTING POWER

  SOLE DISPOSITIVE POWER

  9,252,493⁽¹⁾

  SHARED DISPOSITIVE POWER

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,252,493⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.5%⁽²⁾

  TYPE OF REPORTING PERSON (see instructions)

  OO

Reflects (i) 2,143,870 shares of Class A Common Stock over which the Hwang Trust has the right to acquire sole voting and dispositive power upon the exercise of options exercisable as of or within 60 days; and (ii) 7,108,623 shares of Class B Common Stock held by the Hwang Trust. over which Mr. Hwang has sole voting and dispositive power.

Based on 123,121,480 shares of Class A Common Stock and 8,290,921 shares of Class B Common Stock outstanding as of September 20, 2022 as reported in the Issuer’s Form S-1/A filed on September 9, 2022 plus 538,996 shares of Class A Common Stock issued upon the vesting of restricted stock units on October 5, 2022. The Class A Common Stock and Class B Common Stock have identical economic rights, but holders of Class A Common Stock are entitled to one vote per share while holders of Class B Common Stock are entitled to 25 votes per share.