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SAMPLE CAP TABLE FORECAST

(Thousands)

This spreadsheet is a simple tool I customize to examine the equity dynamics of a potential startup
Replace the placeholder investment percentages (which set valuation) based on current market conditions and
your situation. Hard-coded inputs are in blue. Hope it is useful! -- Giff Constable

Founding
Holder Shares % NOTES
Founder 1 300 30.00% Zero out % if you have fewer founders
Founder 2 300 30.00%
Founder 3 300 30.00%
Founder 4 100 10.00%
Total Shares 1,000.0 100.0%

Interim Expansion (if any)


Holder Shares %
Founder 1 300 29.27%
Founder 2 300 29.27%
Founder 3 300 29.27%
Founder 4 100 9.76%
New Teammate 0 0.00%
New Teammate 0 0.00%
Advisor 25 2.44%
Total Shares 1,025.0 100.0%

Seed Round $50 10.0% Left input is amount to raise, right inpu
PreMoney Valuation $450
Post $500

Holder Shares %
Seed Investor 114 10.0%
Founder 1 300 26.3%
Founder 2 300 26.3%
Founder 3 300 26.3%
Founder 4 100 8.8%
New Teammate 0 0.0%
New Teammate 0 0.0%
Advisor 25 2.2%
Employee Options Pool Starter 0 0.0%
Total Shares 1,139 100.0%

Angel Round $500 20.0% Left input is amount to raise, right inpu
PreMoney Valuation $2,000
Post $2,500

Holder Shares %
Angel Investor(s) 322 20.0%
Seed Investor 114 7.1%
Founder 1 300 18.6%
Founder 2 300 18.6%
Founder 3 300 18.6%
Founder 4 100 6.2%
New Teammate 0 0.0%
New Teammate 0 0.0%
Advisor 25 1.6%
Employee Options Pool Starter 0 0.0%
Employee Option Pool 1 150 9.3% Total Options Pool:
Total Shares 1,611 100.0%

A Round $2,500 25.0% Left input is amount to raise, right inpu


PreMoney Valuation $7,500
Post $10,000

Holder Shares %
A Investor 610 25.0%
Angel Investor(s) 322 13.2% In this scenario, angels do not re-up (s
Seed Investor 114 4.7%
Founder 1 300 12.3%
Founder 2 300 12.3%
Founder 3 300 12.3%
Founder 4 100 4.1%
New Teammate 0 0.0%
New Teammate 0 0.0%
Advisor 25 1.0%
Employee Options Pool Starter 0 0.0%
Employee Option Pool 1 150 6.1%
Employee Option Pool 2 220 9.0% Total Options Pool:
Total Shares 2,441 100.0%

B Round $4,000 20.0% Left input is amount to raise, right inpu


PreMoney Valuation $16,000
Post $20,000

Holder Shares %
B Round 623 20.0%

B Investor 455 14.6%


A Investor re-up 168 5.4% In this scenario, A Investor re-ups to m
A Investor 610 19.6%
Angel Investor(s) 322 10.3%
Seed Investor 114 3.7%
Founder 1 300 9.6%
Founder 2 300 9.6%
Founder 3 300 9.6%
Founder 4 100 3.2%
New Teammate 0 0.0%
New Teammate 0 0.0%
Advisor 25 0.8%
Employee Options Pool Starter 0 0.0%
Employee Option Pool 1 150 4.8%
Employee Option Pool 2 220 7.1%
Employee Option Pool 3 50 1.6% Total Options Pool:
Total Shares 3,114 100.0%

Exit
Exit $50,000
Value per Share ($) $16.05

Holder Ownership Return Investment Multiple


B Investor 14.6% $7,299 $4,000 1.8x
A Investor 25.0% $12,500 $2,500 5.0x
Angel Investor(s) 10.3% $5,173 $500 10.3x
Seed Investor 3.7% $1,828 $50 36.6x
Founder 1 9.6% $4,816
Founder 2 9.6% $4,816
Founder 3 9.6% $4,816
Founder 4 3.2% $1,605
New Teammate 0.0% $0
New Teammate 0.0% $0
Advisor 0.8% $401
Employee Options Pool 13.5% $6,743
Total 100% $50,000 $7,050

Example Data Table


Multiple of Return for A Round Investor
Total Exit A Investor Ownership Stake at Time of A Round
5.0x 15% 20% 25% 30%
$10,000 0.6x 0.8x 1.0x 1.2x
$30,000 1.8x 2.4x 3.0x 3.6x
$50,000 3.0x 4.0x 5.0x 6.0x
$70,000 4.2x 5.6x 7.0x 8.4x
$90,000 5.4x 7.2x 9.0x 10.8x
$110,000 6.6x 8.8x 11.0x 13.2x
$130,000 7.8x 10.4x 13.0x 15.6x
$150,000 9.0x 12.0x 15.0x 18.0x
$170,000 10.2x 13.6x 17.0x 20.4x
$190,000 11.4x 15.2x 19.0x 22.8x
Original version equity scenario v1.2 created by Giff Constable, Nov 2009
If you spot a bug, please let me know!
http://giffconstable.com
t market conditions and

o out % if you have fewer founders; make sure it adds up to 100%

t input is amount to raise, right input is investor ownership

t input is amount to raise, right input is investor ownership


9.3%

t input is amount to raise, right input is investor ownership

his scenario, angels do not re-up (see B round for example of modeling a re-up)

15.2%

t input is amount to raise, right input is investor ownership

his scenario, A Investor re-ups to maintain ownership stake


13.5%

A Round Investor
e at Time of A Round
35% 40%
1.4x 1.6x
4.2x 4.8x
7.0x 8.0x
9.8x 11.2x
12.6x 14.4x
15.4x 17.6x
18.2x 20.8x
21.0x 24.0x
23.8x 27.2x
26.6x 30.4x
CONFIDENTIAL DRAFT

Modeling Out Participation Caps

Note: This is a simple modeling example looking at the impact of liquidation and participation preferences

Pre Money $10.0


Investment $5.0
Post Money $15.0
VC Ownership 33%
Liquidation Pref 1.0x
Participation Cap 3.0x
Max Preference $15.0

Return to VC Return w/o VC Returns w/o $40.0


Exit Value Return to VC Common cap Preference
$0.0 $0.0 $0.0 $0.0 $0.0
$35.0
$5.0 $5.0 $0.0 $5.0 $1.7 Return to VC Return to
$10.0 $6.7 $3.3 $6.7 $3.3
$15.0 $8.3 $6.7 $8.3 $5.0 $30.0
$20.0 $10.0 $10.0 $10.0 $6.7
$25.0 $11.7 $13.3 $11.7 $8.3
$30.0 $13.3 $16.7 $13.3 $10.0 $25.0
$35.0 $15.0 $20.0 $15.0 $11.7
$40.0 $15.0 $25.0 $16.7 $13.3
$20.0
$45.0 $15.0 $30.0 $18.3 $15.0
$50.0 $16.7 $33.3 $20.0 $16.7
$15.0

$10.0
Exit Value Preference Participation Total
$0.0 $0.0 $0.0 $0.0 $5.0
$5.0 $5.0 $0.0 $5.0
$10.0 $5.0 $1.7 $6.7
$15.0 $5.0 $3.3 $8.3 $0.0
$20.0 $5.0 $5.0 $10.0 $0.0 $5.0 $10.0 $15.0 $20.0
$25.0 $5.0 $6.7 $11.7
Total E

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A DIVISION OF JEFFERIES COMPANY, INC.
$0.0
C $0.0
O N F I D$5.0 $10.0
ENTIA $15.0
L DRA FT $20.0
Total E
$30.0 $5.0 $8.3 $13.3
$35.0 $5.0 $10.0 $15.0
$40.0 $5.0 $11.7 $16.7
$45.0 $5.0 $13.3 $18.3
$50.0 $5.0 $15.0 $20.0

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A DIVISION OF JEFFERIES COMPANY, INC.
CONFIDENTIAL DRAFT

$40.0

$35.0
Return to VC Return to Common VC Return w/o cap VC Returns w/o
Preference
$30.0

$25.0

$20.0

$15.0

$10.0

$5.0

$0.0
$0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 $45.0 $50.0
Total Exit Value

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A DIVISION OF JEFFERIES COMPANY, INC.
$0.0
$0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 $45.0
C O N $50.0
FIDENTIAL DRAFT
Total Exit Value

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A DIVISION OF JEFFERIES COMPANY, INC.