# Capitalization Table - DLA Piper.xls

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```					Capitalization Table

Overview
Attached is a multi-round capitalization table template. This example contemplates several rounds of financing, from Series A to a liquidity event. The
template allows you to run multiple scenarios to determine ownership after dilution from each round of financing and to project return on investment
upon a liquidation event.

Building the Capitalization Table
Start by inputting the initial capitalization determined by the founders. This should include everything that is going to be issued prior to the Series A
round including a stock option pool adequate for recruiting the necessary management to grow the company. Once the original numbers are input
(numbers in black of the Initial Capitalization section) they will automatically flow throughout remainder of the model (numbers in red).

Dilution is determined by two factors - the pre-money value of the company and the amount of capital raised. Set the pre-money value of the company
prior to each financing round by changing the number in blue. Input the amount of money to be raised in each round by changing the number in green.
The model will automatically calculate the number of shares and percentage ownership for each round.

This model assumes the each VC will have follow-on investment is each round. This investments are based on a certain percentage of that particular
round. These numbers will vary for deal to deal - the percentages used are a good starting point for your analysis.
Example Capitalization Table

Common          Fully Diluted
Shareholders   Common Stock      Series A   Series B   Series C   Equivalent       % Owned
Initial Capitalization
Founder 1                            2,000,000                                        2,000,000           32.26%
Founder 2                            2,000,000                                        2,000,000           32.26%

Consultant Warrants                     200,000                                          200,000              3.23%

Stock Option Pool                      2,000,000                                        2,000,000           32.26%

Totals                                 6,200,000                                        6,200,000             100%
Example Capitalization Table

Pre-Money Valuation = \$               4,000,000          Total Series A Shares =         6,200,000
Series A Round = \$                4,000,000             Post- Money Value =    \$     8,000,000
Price per share = \$                  0.6452
Common          Fully Diluted
Shareholders                        Common Stock      Series A          Series B           Series C      Equivalent       % Owned
Series A Round
Founder 1                                                2,000,000                                                          2,000,000           16.13%
Founder 2                                                2,000,000                                                          2,000,000           16.13%

Consultant Warrants                                        200,000                                                            200,000              1.61%

Stock Option Pool                                         2,000,000                                                          2,000,000           16.13%

Series A VC 1                                                           6,200,000                                            6,200,000           50.00%

Post Series A Totals                                      6,200,000     6,200,000                                          12,400,000              100%

* Note: Red indicates carry over from previous round
Example Capitalization Table

Pre-Money Value = \$              10,000,000          Total Series B Shares =         8,680,000
Series B Round = \$               7,000,000             Post-Money Value =     \$    17,000,000
Price per share = \$                 0.8065
Common          Fully Diluted
Shareholders                        Common Stock      Series A          Series B           Series C      Equivalent       % Owned
Series B Round
Founder 1                                                2,000,000                                                          2,000,000             9.23%
Founder 2                                                2,000,000                                                          2,000,000             9.23%

Consultant Warrants                                        200,000                                                            200,000              0.92%

Stock Option Pool                                         2,000,000                                                          2,000,000             9.23%

Series A VCs                                                            6,200,000         2,170,000                          8,370,000           38.61%

Series B VCs                                                                              6,510,000                          6,510,000           30.03%

Post Series B Totals                                      6,800,000     6,200,000         8,680,000                        21,680,000              100%

* Note: Red indicates carry over from previous round
Example Capitalization Table

Pre-Money Valuation = \$             25,000,000          Total Series C Shares =        13,008,000
Series C Round = \$              15,000,000             Post-Money Value =     \$    40,000,000
Price per share = \$                  1.153
Common          Fully Diluted
Shareholders                        Common Stock      Series A          Series B           Series C      Equivalent       % Owned
Series C Round
Founder 1                                                2,000,000                                                          2,000,000             5.77%
Founder 2                                                2,000,000                                                          2,000,000             5.77%

Consultant Warrants                                        200,000                                                            200,000              0.58%

Stock Option Pool                                         2,000,000                                                          2,000,000             5.77%

Series A VCs                                                            6,200,000         2,170,000          1,626,000       9,996,000           28.82%

Series B VCs                                                                              6,510,000          1,626,000       8,136,000           23.45%

Series C VCs                                                                                                 9,756,000       9,756,000           28.13%

Post Series C Totals                                      6,800,000     6,200,000         8,680,000         13,008,000     34,688,000              100%

* Note: Red indicates carry over from previous round
Example Capitalization Table

Liquidity Event: \$          150,000,000               Liquidation Preference
Remainder Post- Liquidation Pref.: \$        124,000,000.00          Series A \$       4,000,000
Price Per Share: \$                   3.57          Series B \$       7,000,000
Series C \$      15,000,000
Total Capital Raised = \$      26,000,000

Common          Fully Diluted       Investment
Shareholders                        Common Stock        Series A           Series B       Series C      Equivalent       % Owned              Return        ROI
Liquidity Event
Founder 1                                                 2,000,000                                                         2,000,000             5.77% \$       7,149,446
Founder 2                                                 2,000,000                                                         2,000,000             5.77% \$       7,149,446

Consultant Warrants                                        200,000                                                           200,000              0.58% \$         714,945
Additional Warrants                                        100,000                                                           100,000              0.29% \$         357,472

Stock Option Pool                                         2,000,000                                                         2,000,000             5.77% \$       7,149,446
Additional Options                                          500,000                                                           500,000             1.44% \$       1,787,362

Series A VCs                                                               6,200,000         2,170,000      1,626,000       9,996,000           28.82% \$       43,357,934    5.69

Series B VCs                                                                                 6,510,000      1,626,000       8,136,000           23.45% \$       36,208,948    5.08

Series C VCs                                                                                                9,756,000       9,756,000           28.13% \$       46,125,000    4.10

Totals                                                    6,800,000        6,200,000         8,680,000     13,008,000     34,688,000              100% \$      150,000,000

* Note: Red indicates carry over from previous round

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