Open Cap Table Format: Terms Glossary

Developed by the Open Cap Table Coalition, the Open Cap Table Format (OCF) is the first open-source format specifically designed for sharing cap table data securely and efficiently. Below are key terms you’ll find throughout OCF.

Capitalization and Shares

Stock Class/Share Class: A category of stocks/shares with specific rights and privileges such as voting rights and liquidation preferences. Common and preferred stock are the most common stock/share classes. They’re occasionally designated as letters A, B, C.

Shares Authorized/Reserved: The maximum number of shares a company is legally permitted to issue as outlined in its charter. This number can be increased by amending the articles of incorporation.

Outstanding Shares: Shares that have been issued by a company and are currently held by shareholders. This number is important to compute the fully diluted ownership of any stakeholder.

Fully Diluted Shares: The total number of shares a company would have if all convertible securities (like options, warrants, and convertible preferred stock) were exercised or converted into common stock.

% Fully Diluted: The percentage of ownership a shareholder would have if all convertible securities were exercised or converted into common stock.

Liquidation Preference: A provision in preferred stock that gives holders priority in receiving assets or proceeds in the event of a company’s liquidation or sale.

Voting Multiplier: A factor by which the voting power of a particular class of shares is multiplied.

Voting Power: The ability of a shareholder to influence a company’s decisions through voting rights.

Voting %: The percentage of voting power held by a specific shareholder or group of shareholders.

Share Classes

Common Stock: The most common type of stock, representing ownership in a company and typically carrying voting rights.

Preferred Stock: A class of stock with preferential rights over common stock, such as dividend payments and liquidation preferences.

Warrants: Securities that give the holder the right to purchase shares of common stock at a specified price within a certain timeframe.

Non-Plan Awards: Stock-based compensation awards that are not part of a formal equity plan.

Stock Plan: A company’s formal plan for granting stock-based compensation to employees, directors, or other individuals. Also referred to as an Employee Stock Option Plan (ESOP), Stock Option Plan, or Option Plan.

Convertible Securities

Outstanding Convertible Securities: Securities that can be converted into common stock, such as convertible preferred stock, warrants, or options.

# of Securities: The number of outstanding convertible securities.

Outstanding Amount: The total value of outstanding convertible securities.

Discount: The discount applied to the conversion price of a convertible security. As an example, if the price per share after a priced round is $1.00, a 10% discount would entitle the investor to a conversion based on a $0.90 share price.

Discount Rate: The percentage applied to the conversion price to arrive at the share price. This is mathematically equivalent to (1 - Discount). The standard YCombinator SAFE template expects a Discount Rate.

Valuation Cap: The maximum valuation at which a convertible security can be converted into common stock.

MFN: “Most Favored Nation”, a clause that ensures a holder of a convertible security receives the same or better terms as any subsequent investor.

Stakeholders

Capitalization by Stakeholder: A breakdown of a company’s capitalization showing the ownership of each stakeholder group.

Stakeholder: An individual or entity with an interest in a company, such as shareholders, employees, customers, or creditors.

Stakeholder Group: A group of stakeholders with something in common, such as “SAFE Holders” or “Series A Investors.”

Ledgers and Details

Common Stock Ledger: Detailed record of common stock issuance such as stakeholder name, certificate ID, issue date, share price, and more.

Preferred Ledger: Similar to a Common Stock Ledger, but specific to Preferred stock.

Equity Plan Ledger: Detailed record of stock options and other equity plan instruments.

Warrants Ledger: Detailed record of warrant issuance, exercise, and cancellation.

SAFEs/Convertible Notes Ledger: Detailed record of Simple Agreement for Future Equity (SAFE) instruments or Convertible Notes.

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