How to run a Waterfall scenario without accelerated vesting

Normally when running the waterfall scenario in your cap table, we assume that any unvested shares will 100% fully vest upon exit. Some exit proposals won’t always include this assumption, so you may want to run the scenario without it. You can do that by cancelling out unvested shares, then running the waterfall scenario tool. Here are the steps:

First, change the “as-of-date” for your cap table to the date when the exit will occur. This can be done via Cap Table > Settings in the left navigation bar. You can find instructions on how to change the cap table date here.

After changing the date for your current cap table, you’ll want to export a copy of it to an Excel file. That can be done via Cap Table > Export. Instructions can be found here.

Next, you’ll want to make a copy of your cap table so you can retain the original. This can be done via Cap Table > Versions > Copy. Our article on this can be found here.

When you’ve made a copy and exported your cap table, you’ll want to cancel out unvested shares in the new version. This is most quickly done in the “Secondary Transactions” screen via Cap Table > Secondary Transactions > Cancellation


Next, open the exported copy of your cap table in Excel.


Now, you’ll want to copy and past from Excel into the cap table copy to cancel the unvested shares. If using the above example, the secondary transactions screen would look like the following:


Important Notes:

  • Only the Unvested Shares portion was entered. The vested shares portion should be left as 0.
  • The 11/22/2016 cancellation date should reflect the “as of date” you made for your cap table.
  • Don’t forget to revert your original cap table date to today.

At this point you can run a waterfall scenario via Scenarios > Waterfall in the left navigation bar.


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