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Filling Out The Implementation Template Spreadsheet

Updated

Introduction

This article outlines the instructions and best practices for filling out the implementation template when onboarding into Fidelity Private SharesSM. This is meant to be a general guideline and may not explain every transaction or situation. Please reach out to the implementation team or your CSM if you have any specific questions or need assistance in filling out parts of the template. 

Click here to download a blank template.

Click on the links below to jump to that section of the article. 

General instructions and best practices

The template is broken into several sections to gather your equity information. the Stockholder List and Stock Classes pages are required for everyone and the information added on these pages will be used on the other pages.

If you have not issued out a certain equity type, those pages can be skipped. 

Any fields with an asterisk are required. Fill out as much detail as possible, and add any additional context in the Notes column.

Only include issued and outstanding securities, meaning they have been approved by a board consent and have signed agreements. Do not include promised securities or equity awards that only have a verbal agreement or are mentioned in an offer letter.

Examples and formatting suggestions are included on many of the column headers. Some columns can only be populated by selecting from a dropdown menu. 

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Stockholder List

List all stockholders on your cap table, including any former holders that no longer hold any current equity. The name added in column A will be used on the Stock Ledger, Stock Options, Convertible Securities, and Warrants pages. 

If available, include a valid email address for the stockholder. Note that we can only accept one email address per stockholder, but additional team members can be added to third-party entities once onboarding is complete. 

Use their registered legal name that matches any existing legal documents. This can be their individual name, or the name of a company, firm, or other third-party entity. 

If you have an investment firm with multiple funds, you can list the name of the firm in the Entity name column, and each individual fund in the Stockholder name column. This will link all of the funds together under the same entity, allowing the team members managing the fund(s) to have one account page rather than several separate entities. 

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Stock Classes

This page defines the stock classes authorized for issuance by your company. This information can typically be found in your filed Charter/Certificate of Incorporation. The instructions below have been split into three sections. 

Section 1: for all stock classes

  • *Stock class name: enter the name of the stock class, but do not include the word "stock".
  • *Class prefix: Enter the prefix associated with the stock class. These must be unique for each stock class. 
  • *Date introduced: this will typically match the filing date of the Charter when the stock class was first authorized.
  • *Class type: select from the drop-down menu if the class is common or preferred. 
  • *Par value: enter the par value of the stock class as defined in the Charter. 
  • Authorized shares: Enter the number of shares authorized for each share class. If the Charter has been amended to increase the number of authorized shares, use the most current number. 

Section 2: preferred stock classes only

  • *Original issue price: enter the original price per share for the stock class. 
  • *Conversion price: if defined, enter the conversion price per share. If there is no conversion ratio for the share class, enter the original issue price. 
  • *Liquidation multiplier: enter the number of times the share class will be paid out during a liquidation event.
  • *Liquidation preference: Select if the stock class is participating preferred, meaning that the class is paid out additional times during the common stock distribution. 
  • Preference cap: if applicable, enter the cap if the stock class is participating preferred. 

Section 3: all stock classes

  • Legends: Enter the text if there are any additional legal legends that should be included on the stock certificate. Note that by default, all stock certificates include a legal legend referencing the Securities Act of 1933. 
  • Share class liquidation order: Enter the order in which the stock classes will pay out during a liquidation event. Typically the stock classes are paid out in reverse order with common stock being paid out last. If any stock classes are paid out at the same time (such as Series A-1 and Series A-2), they can share the same number. 
  • Notes: add any additional context or important information if applicable. 

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Stock Ledger

The Stock Ledger is where you will show all issuances of common and preferred stock. This page is also where you will add transactions such as repurchases and transfers, add vesting schedules and stock plan information for restricted stock/RSAs, and indicate if the shares are from an exercise or note conversion. It is recommended to include all historical issuances and not just the currently outstanding securities. 

Required fields

  • *Certificate ID: A unique identifier that includes the stock class prefix and issuance number. If no IDs exist previously you can use your own numbering; generally the numbering is in chronological order.
  • *Stockholder name: Select the name from the dropdown menu. Note that this will pull from the Stockholder List page. 
  • *Issue date: The date on which the security was issued or granted. If you are unsure of the exact date you can check with your legal counsel. 
  • *Stock class: Select the stock class from the dropdown menu. Note that this will pull from the Stock Classes page. 
  • *Number of shares: The quantity of shares originally issued.
  • *Amount paid: The dollar amount associated with obtaining the shares. This field can be blank for shares originating from a transfer, repurchase, note conversion, or for shares issued for services rendered. 
  • *Purchase type: Select the origin of the security from the dropdown menu: sale of common stock, equity financing, transfer, note conversion, exercise, or other. If you are unsure, select the closes type and add additional context in the Notes column. 
  • *Certificate status: Select from the dropdown if a certificate has been previously issued electronically, issued in paper, or not yet issued. 

Repurchases

To record any repurchases, click the + button to expand the repurchase columns. Repurchases generally are when the company buys shares back from a stockholder. To record a transfer or sale between two stockholders, see the Transfers and secondary sales section below. Additional information and examples can be found in the Transactions section of this article. 

  • Repurchase date: the effective date of the repurchase.
  • Repurchase amount: The amount paid to the stockholder for the repurchase.
  • Balance remaining certificate ID: For a partial repurchase, enter the ID of the certificate with the shares remaining with the holder. The repurchase date should match the issue date of the balance remaining certificate. For a full repurchase, leave this field blank. 

Transfers and secondary sales

To record any transfers or secondary sales, click the + button to expand the transfers and secondary sales columns. Transfers typically are when shares move from one holder to another without any financial transactions, such as someone moving their holdings into a trust. Secondary sales are to record when shares are purchased from one stockholder to another. Additional information and examples can be found in the Transactions section of this article. 

  • Transfer date: the effective date of the transfer or secondary sale.
  • Recipient paid: the amount paid by the recipient to purchase the shares. Leave this blank or enter $0 for a transfer.
  • Recipient certificate ID(s): the certificate ID of the transferred or purchased shares. If there are multiple recipients, or if this is a partial transfer, include the IDs for all certificates connected to this transaction. Note that the quantity of shares for the recipient certificate(s) must match the original certificate quantity. 

Restricted stock, RSAs, and/or vesting

To add vesting information or stock incentive plan information for any securities, click the + button above to expand these columns.

  • Stock Incentive Plan name: enter the name of the plan if the certificate is a Restricted Stock Award (RSA) issued under the plan. Otherwise leave this field blank. 
  • Vesting type: select the vesting type from the dropdown menu: time-based vesting, performance or milestone based vesting, or custom/non-standard vesting. If there is no vesting, leave these fields blank. 
  • Vesting start date: the date on which the vesting schedule will start. This can be different from the grant date. 
  • Vesting period: enter the total duration of the vesting schedule, in months.
  • Cliff duration: If there is a vesting cliff, enter the length of the cliff in months. 
  • Vesting frequency: Select if the grant will vest monthly, quarterly, or annually. 
  • Termination date: If the stockholder has been terminated, enter the termination date so that the platform will stop vesting after their termination date. 

Exercises, note conversions, and additional notes

  • Grant or Warrant ID: If the security is the result of am exercise, enter the ID of the originating warrant or stock option.
  • Convertible ID: if the security is the result of a conversion, enter the ID of the originating SAFE or bridge note.
  • Additional notes: include any extra context for the security, such as termination notes, custom vesting information, or any other pertinent information.

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Stock Incentive Plan

List all Stock Incentive Plans (SIPs), and all amendments to the plan. For any plan amendments, add a new line using the same name of the plan, and enter the total size of the pool after the amendment. 

  • *Plan name: Enter the name of the incentive plan.
  • *Effective date: The date on which the plan was effective. This is generally the date of the board and stockholder approval. 
  • Inactive date: If the plan is no longer active, enter the date on which it became inactive. 
  • *Stock class: select which class of common stock, if applicable, is associated with the plan. 
  • *Reserved shares: enter the total number of shares available for issuance under the plan. For any plan amendments, list the new size of the pool and not the size of the amendment. 
  • *Permits early exercise?: Select if the plan allows or does not allow for early exercise. 
  • Notes: include any additional notes or context if applicable. 

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Stock Options

Add all incentive stock options (ISOs) and non-qualified stock options (NQOs) issued, including any historically issued option grants. Note that RSAs are added on the Stock Ledger page. See the Stock option or warrant exercise information in the Transactions section below for more information on linking an exercised stock option to the stock certificate.

Option details

  • *Award ID: enter a unique ID for each grant.
  • *Stockholder name: Select the name of the stockholder from the dropdown menu. Note that this will pull from the Stockholder List page. 
  • *Grant date: the effective date or the date on which the grant was issued. 
  • *Grant type: select if the grant is an ISO or NQO. 
  • *Options granted: enter the total number of shares originally granted.
  • *Exercise price: enter the set price per share/strike price/exercise price. 
  • *Expiration date: the date on which the option grant will expire. If left blank, a default of 10 years minus one day will be used. 

Vesting and termination

  • Vesting type: select the vesting type from the dropdown menu: time-based, performance or milestone, custom, or no vesting.
  • Vesting start date: the date on which the vesting schedule will start. This can be different from the grant date. See this article for additional information vesting schedules in Private Shares.
  • Vesting schedule length: enter the total duration of the vesting schedule, in months.
  • Cliff duration: If there is a vesting cliff, enter the length of the cliff in months. 
  • Vesting frequency: Select from the dropdown menu if the grant will vest monthly, quarterly, or annually. 
  • Termination date: If the stockholder has been terminated, enter their date of termination.
  • PTE length: enter how many days a terminated holder has to exercise any vested options (also known as the post termination exercise window, or PTE).

Acceleration and notes

  • Acceleration type: if the grant has an acceleration clause, select either single trigger, double trigger, or a custom clause.
  • Acceleration amount: select the acceleration amount from the dropdown menu. 
  • Notes: include any additional context, including any vesting information for custom or milestone vesting. 

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Convertible Securities

Add all convertible securities, including SAFEs, KISSes, and Bridge Notes/Convertible Notes, including any securities that have already converted into equity (see the SAFE/bridge note conversion information in the Transactions section below to link any converted securities to the stock certificate.) Do not include any loans or debt that will not convert or be repaid in equity.

  • *Convertible ID: enter a unique ID for each convertible security. 
  • *Type: Select if the security is a pre-money SAFE, post-money SAFE, KISS, or bridge note. 
  • *Issue date: the effective date of the security. 
  • *Stockholder name: Select the name of the stockholder from the dropdown menu. Note that this will pull from the Stockholder List page. 
  • *Principal amount: enter the original dollar amount invested. 
  • *Maturity date: if applicable, enter the date on which the note matures. 
  • *Interest rate: if applicable, enter the annual interest rate percentage. 
  • *Conversion discount: if applicable enter the discount percentage. Note to enter the discount applied to the price per share, not the discounted rate. 
  • *Valuation cap: if applicable, enter the dollar amount of the valuation cap. 
  • Notes: add any additional context, including any cancellation dates and reasons.

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Warrants

Add all issued warrants on this page, including any that have been exercised or cancelled (see the Stock option or warrant exercise information in the Transactions section below for more information on linking an exercised warrant to the stock certificate). 

Warrant details

  • *Warrant ID: enter a unique ID for each warrant. 
  • *Stockholder name: Select the name of the stockholder from the dropdown menu. Note that this will pull from the Stockholder List page. 
  • *Issue date: the effective date of the warrant. 
  • *Shares granted: enter the total number of shares originally granted.
  • *Stock class: select which stock class to which the warrant will exercise.  
  • *Price per share/exercise price: enter the established price per share/strike price/exercise price. 
  • Expiration date: if applicable, enter the date on which the warrant will expire

Vesting and notes

  • Vesting type: select the vesting type from the dropdown menu: time-based, performance or milestone, custom, or no vesting.
  • Vesting start date: the date on which the vesting schedule will start. This can be different from the grant date. See this article for additional information vesting schedules in Private Shares.
  • Vesting schedule length: enter the total duration of the vesting schedule, in months.
  • Cliff duration: If there is a vesting cliff, enter the length of the cliff in months. 
  • Vesting frequency: Select from the dropdown menu if the grant will vest monthly, quarterly, or annually. 
  • Notes: add any additional context, including any cancellation dates and reasons. 

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Transactions

Below are common transactions with examples on how to add these to the template. Note that some of the columns have been cropped out of the screenshots for better clarity. 

Stock option and warrant exercises

If a stock option or warrant has been exercised, add a line item on the Stock Ledger page with the details of the exercised shares. Make sure the number of shares of the certificate matches the amount exercised, not the number of shares/options originally granted. Select exercise as the Purchase type to indicate the certificate is from an exercise and not an original issuance. In the Grant or Warrant ID, enter the ID of the option grant being exercised.

In this example, Liza Torres exercised 500 shares of their ISO. Below is the grant on the Option Grants page:

Here is the exercise on the Stock Ledger page: 

Here the option grant ID is referenced in the Grant or Warrant ID column:

If Liza had exercised her grant multiple times, each exercise would be listed separately but each would reference the same grant in the Grant or Warrant ID column. 

Stock repurchase

The spreadsheet can capture partial or full repurchases. Typically a partial repurchase is where the company only buys back some of the certificate, and the remaining shares are issued into a new certificate. The original certificate will not longer be outstanding, but remains on the cap table for historical records. To record a repurchase, click the + button above the column to expand the columns.

In the example below, the company repurchased 400,000 shares from Jean Cole on 12/22/2023. The remaining shares were issued in CS-7 on the same date. To mark the repurchase, enter the date of the repurchase, the amount paid to repurchase the shares, and the ID of the new certificate. On the balance remaining certificate, select transfer for the Purchase type, and leave the Amount paid column blank. 

For a full repurchase, enter the date of the repurchase and the repurchase amount, but the balance remaining certificate will be blank as there is no new certificate, as in this example:

Stock transfers and secondary sales

Stock transfers and secondary sales are recorded in a similar way on the spreadsheet. Generally, a stock transfer is when there is no money involved, such as transferring the shares into a trust or to a family member; a secondary sale is when one stockholder purchases shares from another holder.

To record a transfer or secondary sale, enter the date of the transfer, and the ID of the recipient certificate. The issue date of the recipient certificate should be the transfer date. Select transfer as the Purchase type. In this example, Jean Cole transferred all of their shares into their family trust on 1/8/2024. 

As with stock repurchases, transfers can be recorded as a partial or a full transfer. If only part of a certificate is transferred, the original certificate is no longer outstanding and the remaining shares must be issued in a new certificate. For situations where there are multiple certificates as the result of the transfer, list all certificate IDs separated by a comma. In this example, Pip West purchased 1M shares from Lukas Becker. The purchased shares are in CS-11, and the remaining shares are in CS-12. 

Employee/consultant termination

If a terminated employee, consultant, or advisor has an equity award with vesting schedule, it is important to indicate the correct termination date to stop future vesting. 

For stock options, fill out the Termination date and PTE length columns on the Stock Options page. Typically with stock options, all unvested shares will return back to the equity pool on the termination date. Once the PTE window has ended, all unexercised shares will become forfeit and return to the equity pool. If there are any additional details relevant to the termination, please include this in the Notes column.

For restricted stock and RSAs, click the + button to expand the For restricted stock/RSAs columns in the Stock Ledger page, and add the date in the Termination date column. Since restricted stock is not exercised, adding the termination date will stop any future vesting. If the company has repurchased the unvested shares, make sure to add the repurchase following the steps above. 

Amending a SIP

To reflect an amendment to your SIP, add a new line item on the Stock Incentive Plan page using the same plan name. Enter the new size of the pool, not just the amendment amount. In the example below, the plan was amended to increase the pool by 300,000 shares, bringing the size of the pool from 600,000 to 900,000 shares. 

SIP expiration and plan pour over

If a plan has expired, include the original information and any amendments. Add the date the plan expired in the Inactive date column on the most recent amendment. If the plan was rolled over or poured over into a new plan, add those details in the Notes column. In this example below, the 2012 Equity Incentive Plan has expired and was poured over into the 2022 Equity Incentive Plan. 

SAFE/bridge note conversion

For any convertible securities that have converted, include the original ID in the Convertible ID column on the Stock Ledger page. 

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FAQs

Do I have to include awards or certificates that have been cancelled? We recommend including your full equity history, which includes the original issuance and any subsequent transfer, repurchase, termination, cancellation, etc. If you are unsure how to show a certain transaction, see the Transactions section above, or add the additional context in the Notes column. 

I have promised equity to an employee or advisor, should I include those grants? You should only include securities that have been granted or issued. Generally this means there was a board approval and some form of purchase agreement or grant agreement. If you are unsure if a security has been issued check with your legal counsel. 

Do I need to include the email address for terminated employees? Will they receive an email when our account goes live? If the holder has been terminated and no longer holds any equity, or has forfeited their option to exercise, you can omit their email address. However, if they still hold shares after termination (for example, they have vested shares from an RSA or have exercised stock options), or if they still have time remaining to exercise in their post-termination exercise (PTE) window you should include their email address. No communication will be sent to any holders unless they actively hold outstanding shares or options.

We renamed a stock class on our charter, what should put? If there have been any changes with stock class names, or if a stock class was authorized but no shares ever issued, make sure to include that information in the Notes column on the Stock Classes page. 

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Screenshots are for illustrative purposes only.

Fidelity Private Shares LLC provides cap table management and other administrative services to private companies and their equity compensation plans.

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