Simple SAFE Spreadsheet
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Simple SAFE Spreadsheet
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By John Dorsey PLLC
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If you use this spreadsheet, consider saying "thank you" with a small donation via PayPal.
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To tailor this spreadsheet to your own needs, please click "File", "Make a copy" above. We do not provide access to this version.
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Last update: January 2, 2019, but not updated to reflect the post-money SAFE released September 28, 2018.
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Have feedback? Send comments to john@jmdorsey.com Thanks to all who have commented to date.
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Instructions:
To make a copy of this spreadsheet for your personal use, click "File", "Make a copy" above. We do not provide access to this version.
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Everything is calculated from the blue numbers in the worksheet. Fill them in.
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The spreadsheet hypothesizes different economic outcomes for issuers and investors using the Y Combinator SAFE.
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The example results should mirror the results in the "Safe Primer" and its Appendix (assuming the same inputs are used), subject to minor variation due to rounding.
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The spreadsheet may be used for all SAFE types, including "Cap, no Discount", "Discount, no Cap", and "Cap and Discount."
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The spreadsheet uses the "pre-money method" to calculate the SAFE conversion price and dilution.
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Capitalized terms used in the spreadsheet are the same capitalized terms used in the SAFE.
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The spreadsheet is licensed under a Creative Commons Attribution-NonCommercial-NoDerivatives 4.0 License. Copyright © 2017-19, John Dorsey PLLC.
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You may modify this spreadsheet for use in your own transactions, but please do not publicly disseminate a modified version of this spreadsheet without permission.
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Notice:Use at your own risk! This spreadsheet is for educational purposes only and is not legal advice.
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CAPITAL STOCKSHARES
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Issued and outstanding shares:
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Common Stock (Founders):10,000,000
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Issued options and stock awards (whether or not exercised or vested):1,500,000
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Equity incentive plan shares (reserved and available for future grant):0
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Company Capitalization (all shares outstanding, assuming exercise of all outstanding vested and unvested options, warrants and convertible securities INCLUDING shares reserved for future grant under equity incentive plans, EXCLUDING (i) this SAFE, (ii) other SAFEs and (iii) convertible notes):11,500,000
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Liquidity Capitalization (all shares outstanding, assuming exercise of all outstanding vested and unvested options, warrants and convertible securities, EXCLUDING (i) shares reserved for future grant under equity incentive plans, (ii) this SAFE, (iii) other SAFEs and (iv) convertible notes):11,500,000
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SAFE TERMS (i.e., terms in SAFE offering)SAFE Terms 1SAFE Terms 2
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Valuation Cap:$10,000,000$6,000,000
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Discount Rate (100 minus discount: e.g., 100 - 20% discount = 80% Discount Rate; enter 100 if no discount):
85%100%
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Purchase Amount (i.e., SAFE purchase price for all SAFEs issued in round):*$100,000$100,000
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HYPOTHETICAL FUTURE SAFE EVENTS
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Financing Event1. Series A Equity Financing
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If the SAFE has both a discount and cap, Investor will be issued Series A-1 preferred shares ("SAFE Preferred Stock") at either the Discount Price or the SAFE Price (i.e., Valuation Cap price) below, whichever results in greater # of shares. If there is only a cap and no discount, then Investor will be issued either Series A shares ("Standard Preferred Stock") at the standard price or SAFE Preferred Stock at the SAFE Price, whichever results in greater # of shares.
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Series A aggregate offering amount:$1,000,000
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Series A pre-money valuation:$10,000,000
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Series A Standard Preferred Stock price per share:$0.869
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Series A Standard Preferred Stock shares issued for cash:1,150,748
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Series A/A-1 SAFE Preferred Stock shares issued for SAFEs (greater number below is issued):Price Per ShareSeries A/A-1 SAFE Preferred SharesPrice Per ShareSeries A/A-1 SAFE Preferred Shares
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at Discount Price:$0.73865135,382$0.86900115,075
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at SAFE Price (i.e., Valuation Cap price):$0.86956115,001$0.52173191,670
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Series A post-investment ownership:SharesPost-investment %SharesPost-investment %
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Common Stock (Founders):10,000,00078.21%10,000,00077.87%
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Issued options and stock awards:1,500,00011.73%1,500,00011.68%
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Equity incentive plan shares (reserved and available for future grant):00.00%00.00%
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Series A investors:1,150,7489.00%1,150,7488.96%
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SAFE Investors (i.e., all SAFEs issued in round):*135,3821.06%191,6701.49%
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TOTAL:12,786,130100.00%12,842,418100.00%
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Liquidity Event2. Liquidity Event (i.e., IPO or Change of Control)
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Investor, at Investor's option, will either be paid the Purchase Amount in cash or issued shares of Common Stock at the "Liquidity Price":
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Hypothetical Liquidity Event cash sale proceeds:$50,000,000
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Payment of Purchase Amount:$100,000$100,000
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Conversion Scenario:Shares%Value ($)Shares%Value ($)
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Common Stock (Founders):10,000,00086.10%$43,047,78010,000,00085.53%$42,765,490
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Issued options and stock awards (assuming exercised):1,500,00012.91%$6,457,1671,500,00012.83%$6,414,824
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SAFE Investors (i.e., all SAFEs outstanding):*115,0010.99%$495,052191,6701.64%$819,686
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TOTAL:11,615,001100.00%$50,000,00011,691,670100.00%$50,000,000
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Conversion Scenario value per share:$4.3048$4.2765
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Liquidity Price (Valuation Cap / Liquidity Capitalization) at which SAFE is converted to Common Stock:
$0.8696$0.5217
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Dissolution Event3. Dissolution Event (i.e., winding up and termination)
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SAFE Investor will be paid Purchase Amount in cash.
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Purchase Amount (unless Company assets insufficient, in which case Investor will receive pro rata portion of available cash with other SAFE Investors):$100,000$100,000
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* This spreadsheet calculates SAFE benefits based on all SAFEs issued in a given financing round.
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If you do not purchase all SAFEs issued by the Company in the round, then your SAFE would
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be entitled to its proportionate share of the benefits allocable to all SAFEs.
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