Cap table: rewinding to an earlier event

Overview

A company's cap table has four views, and this lesson is about the second of them (A5.1). Position shows one column of figures: where ownership stands now. Timeline shows the same table with a column group per event, in order, so you read across the page and watch ownership arrive.

That is the whole idea. The rest of this lesson is what it lets you do.

Getting there

In the project navigation, open Companies and select the company. From the company navigation, open Cap Table, then the Timeline view.

What you'll learn

• How to narrow the table to one event or a span of them

• Why a historical percentage is measured against that moment, not against today

• Why a holder who has left still appears

• What a cell opens into, and why the split inside it is the useful part

Two things called Timeline

The company also has a Timeline page, which lists its events and processes with their documents (A5.4). This is the ownership page's Timeline view. Come to the page for what happened; come here for what the numbers were when it happened.

Rewinding

Under the view control sits a strip of the company's events, with two handles. Drag them and the table redraws to the window you chose — one event, a span of them, or the whole history.

The command bar tells you what you are looking at: Position as of a date and an event name when you have narrowed to one, or Events and Transactions between for a span.

Narrow the window and the page says what it is leaving out. Where you have selected a single event, it confirms "This is the position at the selected event" and counts the later events it is not showing; over a span, it counts the transactions falling outside it.

Both are worth reading. A figure that surprises you is often a window, not an error.

Choosing a view also puts it in the URL, so a link you send a colleague opens on the window you were looking at.

The figure that catches people out

Each event's percentages are against the company as it stood at that event — not against today's total.

That is the only reading that makes sense of a historical column. If a holder subscribed for a quarter of the company at the first closing, that column should say a quarter, whatever later waves did to them. Measured against today's larger total it would read as something smaller, which describes no moment that ever existed.

So percentages within one event's column sum to the company at that event, and the same holder's percentage legitimately differs from column to column. Comparing across columns is reading dilution, which is exactly what the view is for.

Holders who have since left

A holder who has since sold out still appears at the events where they held, marked Exited.

This follows from the paragraph above rather than being a separate feature. If someone held a third of the company at the second closing, that third has to be in that column's total, or every other holder's percentage there is overstated. The badge says: they were here then, and they are not here now.

Drilling down

Two things open from the table.

A cell — a holder at one event — opens what that cell is made of:

• Position before and Position after, and the price paid

• Ownership of that security class: the change split into Their subscription and Dilution by others, in percentage points, which together account for the whole move

• the Transactions the cell sums, each openable

• any Observations those transactions carry

• Go to — the shareholder, or the event

The split is the useful part. A holding can fall as a proportion without the holder selling anything; subscription and dilution say which happened, and in what measure.

An event's column header opens the event: Transactions, Shareholders, Shares moved, Amount moved, the decisions that produced them, and its history.

Renaming an event

The event drawer lets you rename it, and the hint is precise about the limit:

"Renames the event everywhere the cap table shows it. Its date and its transactions come from the company event and cannot be changed here."

So this is a label for reading the cap table by, not a way to edit the event. Its date and its movements belong to the company event and are changed there.

Common problems

A historical percentage read as a share of today. It is a share of the company at that event. That is the point of the column.

A fall in percentage taken as a sale. Open the cell: dilution by others and their own subscription are separated precisely so you do not have to guess.

An Exited holder mistaken for stale data. They are in that column because the arithmetic of that moment needs them.

A rename expected to move an event. It renames it for the cap table. The date and transactions are the company event's, and are changed there.

Related

• A5.1 — Reading the cap table · the four views, and which question each answers

• A5.9 — Cap table: comparing two points in time · the same subscription-and-dilution split, across a window

• A5.4 — The timeline · the company's events and processes, as against their figures

• A5.7 — The registry: tracing a transaction to its signed document · the movement-by-movement account