FiscalNote (NOTE) CEO Key Compton reports 89,171-share in-kind stock transfer
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
FiscalNote Holdings, Inc. director, President and CEO Key Compton reported changes in how his Class A Common Stock is held, reflecting an internal restructuring rather than market trading. An in-kind distribution of 89,171 shares was made from GPO FN Noteholder, LLC to Urgent Capital LLC as payment under a profits interest. Compton is a managing director of Urgent International Inc., which controls Urgent Capital LLC and Global Public Offering Master Fund, L.P., so he may be deemed to have voting and dispositive power over these indirectly held shares. Following these updates, he holds 46,264 shares directly and additional shares indirectly through affiliated entities, including 520,687 shares associated with Urgent Capital LLC and 15,335 shares through another indirect holding.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Compton Key
Role
President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class A Common Stock | 89,171 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 520,687 shares (Indirect, See Footnote);
Class A Common Stock — 46,264 shares (Direct)
Footnotes (1)
- Distribution from GPO FN Noteholder, LLC to Urgent Capital LLC as an in-kind payment pursuant to a profits interest in GPO FN Noteholder, LLC held by Urgent Capital LLC. The shares are beneficially owned by Urgent Capital LLC. The Reporting Person is a managing director of Urgent International Inc., which is the owner and operator of Urgent Capital LLC. As such, the Reporting Person may be deemed to have voting and dispositive power over the shares held by Urgent Capital LLC. The shares are beneficially owned by Global Public Offering Master Fund, L.P ("GPO Master Fund"). The Reporting Person is a managing director of Urgent International Inc., which is the owner and operator of GPO Master Fund and its affiliated entities and the investment advisor for GPO Master Fund. As such, the Reporting Person may be deemed to have voting and dispositive power over the shares held by GPO Master Fund.
Key Figures
In-kind distribution shares: 89,171 shares
Direct holdings after transaction: 46,264 shares
Indirect holdings via Urgent Capital LLC: 520,687 shares
+1 more
4 metrics
In-kind distribution shares
89,171 shares
Class A Common Stock distributed from GPO FN Noteholder, LLC to Urgent Capital LLC
Direct holdings after transaction
46,264 shares
Class A Common Stock held directly by Key Compton after the reported changes
Indirect holdings via Urgent Capital LLC
520,687 shares
Class A Common Stock beneficially owned through Urgent Capital LLC after distribution
Additional indirect holdings
15,335 shares
Class A Common Stock held indirectly with nature of ownership described in a footnote
Key Terms
in-kind payment, profits interest, beneficially owned, dispositive power
4 terms
in-kind payment financial
"Distribution from GPO FN Noteholder, LLC to Urgent Capital LLC as an in-kind payment"
profits interest financial
"as an in-kind payment pursuant to a profits interest in GPO FN Noteholder, LLC"
beneficially owned financial
"The shares are beneficially owned by Urgent Capital LLC."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
dispositive power financial
"may be deemed to have voting and dispositive power over the shares held"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
What did FiscalNote (NOTE) CEO Key Compton report in this Form 4?
Key Compton reported an internal restructuring of Class A Common Stock holdings, including an in-kind distribution of 89,171 shares between affiliated entities, rather than any open-market purchases or sales.
What indirect FiscalNote (NOTE) holdings are associated with Urgent Capital LLC?
Following the in-kind distribution, entities associated with Urgent Capital LLC hold 520,687 shares of FiscalNote Class A Common Stock indirectly, over which Key Compton may be deemed to have voting and dispositive power.
Does this FiscalNote (NOTE) Form 4 show insider buying or selling on the market?
No, the Form 4 reflects entity-level restructuring and an in-kind share distribution among affiliated entities, with no reported open-market purchases or sales of FiscalNote stock.