SAMPLE CAP TABLE

v 1.55

by Foresight
http://foresight.is
taylor@foresight.is / @foresighthq

Questions, comments, ideas, email taylor@foresight.is

FAQ

How do I get started?

All the inputs are on the Cap Table Sheet, and they are in BLUE with a grey back
Details are explained at http://foresight.is/learn/cap-table
Start by inputting the total # of shares to start. This is not an important assump
here, otherwise, just leave it.
The model accounts for a number of "rounds". You could choose for this to be m
"Round" could be Seed, Friends and Family, etc. This is only used for labeling, it
Note or Equity? Type Note or Equity, and the model will adjust automatically. Th
Any numbers in blue in the model are illustrative, not as benchmarks.

A couple simplifying assumptions are built into the model.

1) Ignores interest rate on convertible note to simplify conversion. To add it in a

2) Prorata for existing investors is an input, not calculated
3) If a convertible note is assumed, only includes it for the first round. I.e., does
4) Does not account explicitly for debt, warrants, and other structures.
5) Down rounds or recapitalizations will require some restructuring for the appro
6) Can be used for a SAFE and other possible deal structures, just be aware of w
7) This is for early-stage, venture-backed startups, and will not fit all types of in
8) Waterfall analysis assumes that each stage of equity has seniority over earlie

9) Participating preferred, if chosen, has a cap built in. If it is no cap, simple way
10) On the convertible notes, there's no logic for uncapped notes built in. Easie

Why do you not break out all potential investors?

This sample cap table is created for entrepreneurs, not investors (investors, if y

Therefore, I took a couple simplifying assumptions in terms of how each round i

If you want to create a cap table that accurately projects the ownership of all yo
a) Extend this model by creating new lines in the cap table to create spaces for
b) Use a cap table management software to keep accurate details of your cap t

Should I use this to manage my cap table?

As a reminder, this model is created to be a sample cap table to help you under
Once you're running a company, I highly suggest checking out an online cap tab
- eShares (https://www.esharesinc.com/)
- Captable (https://captable.io/ )
- Visible (http://visible.vc)
- Capshare (http://www.capshare.com)

Want to see other cap table models?

There's a lot. Get an added perspective by checking out more templates listed a

NEED HELP?
For support questions, email taylor@foresight.is anytime. For assistance in leve
detailed at http://foresight.is/advisory

WARRANTIES & TERMS OF USE

Terms of Use and Warranties are located at http://foresight.is/terms
Purchase, download, or use of this model signifies acceptance of terms specifie
Copyright 2015-2017 Unstructured Ventures, LLC
NEWCO Cap Table

Founding
Common Shareholders # shares
Co-Founder 1 -
Co-Founder 1 -
TBD -
TBD -
TBD -
TBD -
TBD -
TBD -
Total Common -

Preferred Shareholders
Investor 1 -
Investor 2 -
Investor 3 -
Investor 4 -
Investor 5 -
Investor 6 -
Investor 7 -
Investor 8 -
Total Preferred -

Common + Preferred -

Common Options
Options - Granted -
Options - Available, Ungranted -
Options - Available, Increase in Round -
Total Options -
Total, Not included ungranted options -
Total, Fully Diluted -

Investment Round Details

Round Name Founding
Is the Seed round a Convertible Note or Equity Round? Type Note or
Date of Investment 5/26/2017
Months between investments

If Equity
Amount Invested
Premoney Valuation
Postmoney Valuation
Effective Premoney Valuation
$ Price per Share

Liquidation Preferences
Liquidation: Preference
Liquidation: Participating
Liquidation: Participating Cap

Option Pool
Premoney Option Pool
Postmoney Option Pool
Premoney Option Pool Shares
Postmoney Option Pool Shares
% of available options granted, since last round

If Note
The discount rate and valuation cap are in the A note conversion section. Can set for mu

Exit Analysis

Sales Price
Fully diluted share (options granted)
Price per Share

Proceeds to Rounds # shares

Series E - Equity -
Series D - Equity -
Series C - Equity -
Series B - Equity -
Series A - Equity -
Seed - Equity -
Common -
Options -
Total -

Returns to Preferred $ proceeds

Investor 1 -
Investor 2 -
Investor 3 -
Investor 4 -
Investor 5 -
Investor 6 -
Investor 7 -
Investor 8 -
Total -

Proceeds to Common
Co-Founder 1 -
Co-Founder 1 -
TBD -
TBD -
TBD -
TBD -
TBD -
TBD -
Total -

Proceeds to Options
Total Options -

Total Proceeds -
$ per share % of total $ Total
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -

- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -

0% -

- 0% -
- 0% -
- 0% -
- 0% -
 0% -
0% -

Seed Series A Series B Series C

Equity Equity Equity Equity
11/26/2018 5/28/2020 11/28/2021 5/31/2023
18 18 18 18

- - - -
- - - ###
- - - -
- - - -
- - - -

- - - ###
no no no na
- - - -

0% 0% 0% 0%
0% 0% 0% 0%
- - - -
- - - -
0% 0% 0% 0%

nversion section. Can set for multiple notes with different terms. Only automatically models notes at th

-
 -
-

% of shares $ per share $ liquidation preference

0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -

$ invested x multiple % ROI

- - 0%
- - 0%
- - 0%
- - 0%
- - 0%
- - 0%
- - 0%
- - 0%
- - 0%

- - 0%
- - 0%
- - 0%
- - 0%
- - 0%
- - 0%
- - 0%
- - 0%
- - 0%
Seed - Equity
$ invested # shares purchased$ per share
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
total # shares
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
-
- -
- -
- -
- -
 -
- -

Series D Series E
Equity Equity
11/30/2024 6/2/2026
18 18

- -
- -
- -
- - Effective premoney is based on the premoney option po
- -

- - assumes each class is senior to each other, not pari-pas

no no !important: type in "yes" or "no, without the quotes. Wh
- - Good overview of non-participating and participating: h

0% 0% These issue options of x% of shares outstanding, not cr

0% 0% These issue options of x% of shares outstanding, not cr
- - These issue options of x% of shares outstanding, not cr
- - These issue options of x% of shares outstanding, not cr
0% 0%

models notes at the pre-Series A level.

$ from proceeds % of proceeds $ per share realized
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
- 0% -
 If Applicable: Note Conversion
% of total $ Total % Discount Ra $ Cap
0% - 0% -
0% - 0% -
0% - 0% -
0% - 0% -
0% - 0% -
0% - 0% -
0% - 0% -
0% - 0% -
0% -

0% - 0% -
0% - 0% -
0% - 0% -
0% - 0% -
0% - 0% -
0% - 0% -
0% - 0% -
0% - 0% -
0% -

0% -

0% - 0% -
0% - 0% -
0% - 0% -
0% -
 0%
0% -

on the premoney option pool. To read more about the impact of option pools on valuation, Fred Wilson

r to each other, not pari-pasu across classes

"no, without the quotes. What is this? Good explanation: https://capgenius.com/2011/03/31/participatin
pating and participating: http://www.startupcompanylawyer.com/2007/06/15/what-is-the-difference-be

shares outstanding, not create an option pool of x%

shares outstanding, not create an option pool of x%
shares outstanding, not create an option pool of x%
shares outstanding, not create an option pool of x%
Note: How are Proceeds distribution calculated?
First, we determint the distribution of the proceeds by round, the key being column H.
Yes, that's quite a long formula. Here's what's happening.
We're evaluating a couple things here. First off, we're testing to see if it's better for the inves
See, just because an investor has a liquidation preference doesn't mean they should exercise
In many cases (i.e. in general, with exit values greater than liquidation preferences) it would
In that case they take proceeds based on the % of the company they own, rather than exerci
So, if the investor has a preference (and that's defined by the "Liquidation: Preference" numb
The model does this by looking at the kind of preference they have, and looking to see if it's
The participating preferrred is evaluated as a "participating preferred with a cap", rather than
The cap "caps" the amount of the participation to a multiple of their original preference. I.e. i
This is a complicated topic; if you want to dive in more, the link above to the CapGenius post

A couple implicit assumptions here:

1) Each class of capital is senior to the round before it. I.e. it does not assume that the round
2) Preferred shares are exchanged into common shares at a 1:1 ratio.

Then, after the model determined how to distribute the proceeds by rounds, we do the same
Since investors can invest across multiple rounds, figuring out their returns is based on lookin

And then the model calculates returns to common and the granted options, overall.
Conversion
$ converted # shares purchased$ per share
- - -
- - -
- - -
- - -
- - -
- - -
- - -
- - -
- - -

- - -
- - -
- - -
- - -
- - -
- - -
- - -
- - -
- - -

- -

- - -
- - -
- - -
- - -
 -

aluation, Fred Wilson and Brad Feld have written good articles about this.

11/03/31/participatingpfd/
is-the-difference-between-non-participating-preferred-stock-and-participating-preferred-stock/
ng column H.

better for the investor to exercise their liquidation preference (if they have one) or convert to common
hey should exercise it.
eferences) it would make the investor more money to convert their preferred into common in the liquid
n, rather than exercising the rights of the preferred.
n: Preference" number in assumptions above), the model figures out which is better.
ooking to see if it's a simple liquidation preference or if it's a participaing preferred.
h a cap", rather than a full participating preferred.
nal preference. I.e. if they invested $1 MM and have a 3x cap, then the cap on their liquidation preferen
the CapGenius post explains a lot of it, and Brad Feld has written a lot about the mechanics as well.

ume that the rounds are pari-pasu to each other.

ds, we do the same for the investors and the common.

ns is based on looking at their capital invested into each round pari-pasu with other investors in that ro

ns, overall.
Series A - Equity
$ invested # shares purchase$ per share
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
total # shares
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
-
- -
- -
- -
- -
 -
- -

articipating-preferred-stock/
ey have one) or convert to common.

preferred into common in the liquidation event.

t which is better.
paing preferred.

the cap on their liquidation preference is $3 MM.

lot about the mechanics as well.

-pasu with other investors in that round.

 Series B - Equity
% of total $ Total $ invested
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -

0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -

0% - -

0% - -
0% - -
0% - -
0% - -
0%
0% -
s B - Equity
# shares purcha$ per share total # shares % of total $ Total
- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -

- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -

- - 0% -

- - - 0% -
- - - 0% -
- - - 0% -
- - - 0% -
 - 0%
- - 0% -
Series C - Equity
$ invested # shares purcha$ per share
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
total # shares
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
- -
-
- -
- -
- -
- -
 -
- -
 Series D - Equity
% of total $ Total $ invested
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -

0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -
0% - -

0% - -

0% - -
0% - -
0% - -
0% - -
0%
0% -
D - Equity
# shares purchase$ per share total # shares % of total
- - - 0%
- - - 0%
- - - 0%
- - - 0%
- - - 0%
- - - 0%
- - - 0%
- - - 0%
- - - 0%

- - - 0%
- - - 0%
- - - 0%
- - - 0%
- - - 0%
- - - 0%
- - - 0%
- - - 0%
- - - 0%

- - 0%

- - - 0%
- - - 0%
- - - 0%
- - - 0%
 - 0%
- - 0%
 Series E - Equity
$ Total $ invested # shares purchase
- - -
- - -
- - -
- - -
- - -
- - -
- - -
- - -
- - -

- - -
- - -
- - -
- - -
- - -
- - -
- - -
- - -
- - -

- - -

- - -
- - -
- - -
- - -
- -
$ per share total # shares % of total $ Total
- - 0% -
- - 0% -
- - 0% -
- - 0% -
- - 0% -
- - 0% -
- - 0% -
- - 0% -
- - 0% -

- - 0% -
- - 0% -
- - 0% -
- - 0% -
- - 0% -
- - 0% -
- - 0% -
- - 0% -
- - 0% -

- 0% -

- - 0% -
- - 0% -
- - 0% -
- - 0% -
- 0%
- 0% -