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.