OwnersRoom's Cap Table Module is a tool to keep track of the ownership and keep each investors ownership data up to date in their portfolio. Here's a brief explanation of how to use the Cap Table Module.
See also: "Cap table: The intro"
User roles:
Admin and SuperAdmin roles have the authority to add, export or edit the cap table data.
All members can view data in the Shareholders and Securities tabs. The 'transaction record' and the contact details of shareholders is only available to admins.
The structure:
The Cap table module is made up of three tabs that are interconnected:
Shareholders displays the current ownership status and all the shareholders.
Securities is where you find more information about the specific securities registered.
Transaction record lists all the registered events.
Note that it is possible to add instruments such as convertible loans and options under 'Securities'. This is not related to the events of the 'Transaction record' in any way, but is a simple way of displaying the anticipated dilution effect of such securities.
Check out our monthly vesting option template (excel) for inspiration on how to keep track of the details of your company's option program(s).
Update the cap table with new events (shares):
To update the cap table with new share transactions or share issuances, follow the steps below.
Navigate to the cap table
Click the blue 'Edit' button: Locate the blue edit-button in the top right corner of the interface.
Select Event Type: Choose the type of event you want to add from the options provided:
Share Transaction:
Use when outstanding shares are transferring to a new owner (secondary transaction).
Share Issuance:
Use when the company is issuing new shares.
For deletion, splits or reverse splits of shares, get in touch via chat or email.
Add Details: Whether it is a new issuance or transaction record the details are almost identical:
Event name: Pick something to help you navigate in the future.
Price per share: This is used to calculate the total value per participant/buyer/seller.
Share class: Select the share class used.
Date of registration: We generally recommend using the date when the event is "in effect" i.e. the date when the new shares give shareholder rights.
Select participants / buyers and sellers:
Click "Add shareholder/buyer/seller" in the table. Note that you can add more than one at a time: If one shareholder is selling to multiple buyers (or the opposite) start by selecting the one seller/buyer and then in the next step select all the buyers/sellers at once.
Add the number of shares: For each line in the table, specify the number of shares transferred/issued. Check the total counts in the top section to make sure the totals add up as expected.
Save: Once all required information is entered, save the changes to update the cap table. The event will be registered in the transaction record and the current ownership status will be adjusted to reflect the effect of the event.
The investors' portfolio data will be updated as well.
Edit the existing share data in the cap table:
Contact data that is displayed in the cap table can be edited by admins via the Network Module or by clicking on the person/company in the cap table.
To update the ownership data you either add new events on top of the existing ones (as explained above) or edit existing events.
To edit an existing event:
Navigate to 'Transaction record'.
Locate the event that you want to edit.
Expand the view by clicking "View details" and hit "Edit".
To edit the general information, such as price per share, date, share class etc, change the value in the specified input area. Hit "next" (new share issuances).
You can edit the number of shares for each line in the table using the pencil-symbol. Remove a row using the dropdown menu on the right side or add new rows of data via the "add row" button.Hit "Save". The adjusted data will be reflected in the cap table and the affected investors portfolio.
Register / edit other securities to display dilution effects
On the 'Securities' tab admins can add and edit options, warrants and loans to show the expected dilution of ownership.
To register a new security
Navigate to the 'Securities tab' in the cap table module and hit "New Security" in the top right corner.
Select security (Option, Warrant or Convertible Loan)
Add details:
Name: E.g. "Employee stock options 2023"
Total/sum: The number/sum of the outstanding loan/warrants/options
Allocated (Options only): The number of options that's allocated (usually a portion of the total pool)
Currency (Loan only): Specify the currency of the loan.
Expected shares from execution/conversion: The number of shares that is expected to result from conversion/execution*.
Description: Add some details (e.g. "4 year vesting, 1 year cliff") and/or describe where investors can look into the details (e.g. "See further details in the "Warrants 2024" folder")
*The expected number of shares is a simplification of an often-times complicated calculation, based on various scenarios. The main purpose here is to display to your investors the expected dilution effect.
Startup companies using options with full acceleration upon liquidity will often set the 'expected shares from execution' to be equal to the 'total option pool'. This is because they expect that the total option pool will be converted to shares at some point if the company succeeds with it's plans.
To edit the details of an existing security
Navigate to the 'Securities tab' in the cap table module and locate the security you want to edit.
Click the drop down menu on the right side side of the table and select "Edit".
Follow the instructions as stated in the description on how "to register a new security" (above).
Hit "Save" and verify the changes in the 'Securities' tab.
Got questions on how to use the cap table? Feel free to get in touch via the chat or send an email to support@ownersroom.com.