Cap table and exit waterfall model
SAFE, priced round, option pool, who gets what. Price a seed round with a converting SAFE and a pool top-up, say who paid for the pool, and run the exit waterfall for a non-participating preferred.
Built in: Venture capital, Private equity
By Surojit Chakraverti, founder of L3VLUP and an investor running a long-short healthcare and technology equities strategy.
On this subject: cap table and exit waterfall model.Updated 30 September 2026
Who builds it, and for whatThe table a venture associate keeps for each portfolio company and each term sheet under negotiation, and one of the first documents a founder’s lawyer reviews. It answers who owns what after each round, what the option pool really cost and whom it cost, and what each holder walks away with at a given exit. In a growth-equity or late-stage private equity seat the same arithmetic sizes a preferred cheque and its preference.
Every sheet below, in your browser. Sign in free to change the inputs and watch it recalculate
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| A | B | C | D | E | F | |
|---|---|---|---|---|---|---|
| 1 | Assumptions | |||||
| 2 | Shares in millions and money in $m, so prices per share are in $. | |||||
| 4 | Driver | Unit | Founding | SAFE (as if at cap) | Seed round | |
| 5 | Founding | |||||
| 6 | Founder A shares | m shares | 5.00 | |||
| 7 | Founder B shares | m shares | 3.00 | |||
| 8 | Existing unallocated option pool | m shares | - | Counts toward the target pool. Granted options are not modelled | ||
| 10 | SAFE | |||||
| 11 | SAFE investment amount | $m | 0.50 | |||
| 12 | SAFE post-money valuation cap | $m | 5.00 | Conversion basis: SAFE owns amount / cap before the pool top-up | ||
| 13 | SAFE discount (informational, not applied) | % | 0.0% | Excluded from the conversion. Used only for the review flag | ||
| 15 | Priced seed round | |||||
| 16 | Pre-money valuation | $m | 12.00 | Headline pre-money, before the new money | ||
| 17 | Seed investment | $m | 3.00 | New money from the seed investor | ||
| 18 | Target unallocated option pool | % | 10.0% | % of post-money fully diluted shares | ||
| 19 | Option pool timing | # | 1 | 1 = top-up in the pre-money; any other value = after the round | ||
| 21 | Exit waterfall | |||||
| 22 | Liquidation preference multiple | x | 1.0x | x seed investment. Seed preferred is non-participating | ||
Select a cell to see its row, its schedule and the type of cell. Font colours: blue for inputs, black for formulas, green for links to other sheets. Scroll sideways to see every period.
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Cap table and exit waterfall model: the workbook
Excel workbook with working formulas, no macros and no external links. Work with it above first; it is the same model as the preview.
What the base case says
- Price per share
- 1.18
- Pool top-up (m shares)
- 1.27
- Founders’ ownership after the round
- 63.0%
- Seed investor ownership after the round
- 20.0%
- Seed investor proceeds, Exit 3
- 6.00
Read from the workbook as served, every input at its default. Periods: Founding, SAFE (as if at cap), Seed round. The figures are invented and move with whatever you type in.
What this model is
A cap table for one company from founding through a post-money SAFE and a priced seed round with an option pool top-up, followed by an exit waterfall at five exit values.
The round is solved in closed form: the SAFE converts at its post-money cap, the option pool is topped up to its target, and the price per share is the pre-money valuation divided by the fully diluted shares counted in the pre-money.
Uses: reading dilution from the SAFE, the pool top-up and the new money separately, and testing what the seed preferred and the common holders receive at different exit values.
Seats: Venture capital, Private equity.
Careers that do this work: investment banking, private equity, growth equity, corp dev / m&a, venture capital.
How the schedules connect
Every row in the workbook is tagged with the schedule it belongs to; the inspector above shows the tag when you click a row. These are the schedules this model is made of and where each one lives.
Priced round and option pool
Pre-money to price per share, with the pool shuffle
Assumptions, rows 6–8 · Assumptions, rows 16–19 · Round, rows 12–23 · Cap Table, rows 6–11 · Cap Table, rows 14–20 · Cap Table, rows 23–24
SAFE conversion
What a post-money SAFE turns into at the round
Assumptions, rows 11–13 · Round, rows 5–9 · Round, rows 26–28
Exit waterfall
Preference or conversion, then what reaches the common
Assumptions, row 22 · Waterfall, row 6 · Waterfall, rows 9–15 · Waterfall, rows 18–26
What you should be able to explain
- Why a post-money SAFE’s ownership is fixed at amount ÷ cap before the round, and why the dilution from it falls on the existing holders.
- What the option-pool shuffle does to the price per share when the top-up sits in the pre-money.
- Why the round can be solved in closed form, and what the lab’s iteration was converging to.
- When a 1x non-participating preferred converts and when it takes its preference.
- Why ownership is a fraction of the fully diluted count, and how fully diluted shares differ from issued shares.
What a reviewer looks for
- Sizing the pool against the pre-round count, so it lands below the target the investor asked for.
- Converting a post-money SAFE against a capitalisation that already includes the pool top-up.
- A waterfall in which the preferred both takes its preference and shares pro rata without a participation right.
- Quoting the headline pre-money as the founders’ valuation when the effective pre-money, after the pool, is what they actually got.
Conventions this workbook uses
Stated on the cover sheet too. A model is only as trustworthy as the decisions it tells you it made.
- Shares are in millions and money in $m, so prices per share are in $. Fully diluted shares include the unallocated option pool; issued shares exclude it.
- The SAFE is a post-money SAFE: its holder owns the SAFE amount divided by the post-money cap, measured before the pool top-up, and is then diluted by the top-up and the new money in the same proportion as the founders.
- The SAFE converts at its cap. The discount input is informational: it is compared with the cap price and flagged for review, but excluded from the conversion, because applying it would make the round price depend on itself (a circular reference).
- Option pool timing: with the top-up in the pre-money, the new pool shares are counted before the price is set, so the founders and the SAFE bear the dilution. With the top-up after the round, the seed investor is diluted by it as well.
- In the waterfall the seed preferred is non-participating: it receives the greater of its liquidation preference (capped at the exit value) and its as-converted share. The SAFE is treated as common and the whole option pool as granted, a conservative view of founder proceeds.
Build it yourself
The starter workbook
The Seed round block on the Round sheet has been cleared, from the post-money valuation to the value of the pool top-up, together with the Cap Table. Build the pool top-up, price per share and new shares so that the ownership table and the waterfall recalculate. The Checks sheet shows when the pool lands on its target and the seed investor owns the investment divided by the post-money valuation.
Blanks: Priced round and option pool. Free with any account. Compare with the worked model when you are done: download above.
The path around this model
Understand it, drill it, read the build, then apply it to a real company.
Understand · Primer
Cap Tables and Startup Financing
Intro · a curated reel with a quiz
Build · Lab · ~15 min
Cap Table Builder
Convert a post-money SAFE, price a seed round and size an option pool by hand, and say who paid for the pool.
Build · Lab · ~12 min
Exit Waterfall Lab
Run a liquidation waterfall at any exit value, say where a preferred holder chooses to convert, and explain what a 1x non-participating preference actually costs the founders.
Read · Guide · 13 min
Cap Tables, Dilution and the Option Pool
Read · Guide · 13 min
Liquidation Preferences and Preferred Stock, Explained
Read · Guide · 12 min
SAFEs, Convertible Notes and Their Equivalents
Vocabulary: Cap Table (Capitalisation Table), Pre-Money Valuation, Post-Money Valuation, Option Pool, SAFE (Simple Agreement for Future Equity), Liquidation Preference.
Questions about this model
Why does the model not iterate like the lab?
Because it does not have to. With the SAFE converting at its cap, the pool top-up and the price per share have a closed form, which the Round sheet writes out line by line. The lab iterates because it lets a discount bind, and a discount price depends on the round price; a workbook that did the same would be circular. The discount input here is informational: it is compared with the cap price and flagged, but not applied.
Who paid for the option pool?
With the pool in the pre-money, the founders and the SAFE holder did: the top-up enlarges the count the pre-money is divided over, so the price falls and the investor’s money buys more shares. The Round sheet shows the effective pre-money, which is the valuation the founders actually received.
Why is the SAFE treated as common in the waterfall?
To keep one decision on the sheet. A post-money SAFE usually converts into shadow preferred with a 1x preference on its own amount, which is a second holder choosing between preference and conversion. The Exit Waterfall Lab runs that case with six instruments side by side; this model isolates the seed investor’s choice.
What happens with the pool after the round instead?
Set Option pool timing to 0 on the Assumptions sheet. The price per share is then the pre-money over the pre-round count, the investor pays for a share of the pool along with everyone else, and the Checks sheet stops holding the investor to investment ÷ post-money, because that is no longer what was agreed.
What does it cost?
Nothing to preview: the whole workbook is on this page, and a free account works with it online, every formula included. Every starter workbook downloads with a free account. L3VLUP Plus ($4.99/month) keeps one worked model each billing month, yours for good, and L3VLUP Pro ($25/month) keeps every one.