Cap Table Template with Worked Example

A clear cap table template separates issued shares from the fully diluted picture, and breaks out the option pool as its own line rather than hiding it inside founder or investor totals. The example below shows a company with two founders, an unallocated option pool, and one seed investor, following the same mechanics worked through in the cap table example.

In this example, the seed investor put in 500,000 for a 10% fully diluted stake, implying a post-money valuation of 5,000,000 (500,000 divided by 10%). The pre-money valuation was therefore 4,500,000, before the new investor shares and the pool increase are added to the fully diluted shares count.

Investors commonly require the option pool to be sized and created before their investment, which means the cost of the pool is borne mostly by existing shareholders (the founders) rather than the new investor. This is often called the pre-money option pool shuffle, and it is worth checking the sizing carefully against option pool norms before signing a term sheet.

If the pool in the example above had been created after the investment instead of before it, the investor's 10% stake would have been diluted alongside the founders when the pool was added, rather than the founders absorbing the full cost upfront.

• Add a new row for every new holder, never edit over an old row's history
• Recalculate percentages automatically whenever total shares change
• Keep the option pool row separate from any specific individual's grants
• Track share class separately, since preferred shares often carry rights ordinary shares do not