# Cap Table and Exit Waterfall Tool Financial model template to create a capitalization table through multiple rounds of investments via equity, SAFEs, and convertible notes. 4.9(360) 33,283 downloads Cap Table and Exit Waterfall, by Foresight (Make a Copy or Download) - Google Sheets - 23 September 2022 ## Highlights Model cap tables and exit waterfalls. Add rounds, convert SAFEs and notes, issue option pools, run anti-dilution scenarios, and see exactly who gets what at exit. Built as both an instructional tool and a working template, for founders, investors, and the lawyers who advise them. ## What you'll do with it Build cap tables, multi-round proformas, SAFE and convertible note conversions, option pool issuance and refreshes, anti-dilution scenarios. Run exit waterfalls, liquidation preferences, participation rights, dividends, option and warrant exercise, multi-class share structures. Built for two jobs at once. As a **scenario-modeling tool**, founders test how a round changes ownership, investors model a portfolio company's exit, lawyers walk a client through term sheet implications. As an **instructional tool**, it teaches the mechanics, every formula visible, every step documented, for people learning cap tables or teaching others. ## Edit with AI Every cell open. Inputs in blue, formulas in black. Built to be customized for your specific situation. 1. **[Context primer](https://www.hemrock.com/docs/ai?template=cap_table)**, paste into Claude or ChatGPT before any change. 2. **[Prompt guide](https://www.hemrock.com/docs/ai?template=cap_table)**, ready-made prompts for adding rounds, modeling convertibles, scenario analysis. 3. **[Connect MCP](https://www.hemrock.com/mcp)**, Claude Desktop or Claude.ai pulls model context automatically. 4. **Verify before trusting**, sanity-check prompts catch wrong references and miscounted shares. ## What's in the model Multiple example sheets, each set up for a different scenario: - **Cap Table**, multi-round proforma. Add rounds, convert SAFEs and notes, issue options, run prorata, model dilution. - **Cap Table, with Anti-Dilution**, full ratchet, weighted average (broad and narrow), per-investor protection. - **Cap Table, Issuing Equity**, single-round example. - **Cap Table, Issuing Options**, option pool issuance and refreshes. - **Cap Table, Converting SAFEs and Notes**, premoney, postmoney, YC fixed %, MFN. - **Exit Waterfall**, liquidation analysis with seniority, pari-passu, participation, dividends, option and warrant exercise. - **Exit Waterfall, with Convertibles**, unconverted SAFEs and notes handled in liquidation. Updated Feb 2025, exit waterfall significantly easier to extend for different share class structures. ## Common questions **Is this a cap table tracker?** No. Use a platform like [Pulley](https://pulley.com/), [Carta](https://carta.com/), or [Ledgy](https://ledgy.com/) for tracking. Use this for modeling, scenarios, and learning. **Excel or Google Sheets?** Both. All formulas open. **Pay what you want?** Yes. Set the price you think is fair. **Do you teach this?** Yes, free guided learning in the [docs](https://www.hemrock.com/docs/core-concepts) and [live workshops](https://www.hemrock.com/workshops) when scheduled. ## Learn cap tables Guided walkthroughs of equity rounds, convertibles, options, anti-dilution, and exit waterfalls, free, in the docs. Or attend a [live workshop](https://www.hemrock.com/workshops). [Start in the docs →](https://www.hemrock.com/docs/core-concepts) ## Documentation - [Modeling an equity round](https://www.hemrock.com/docs/equity) · [Modeling convertibles](https://www.hemrock.com/docs/convertibles) · [Modeling options](https://www.hemrock.com/docs/options) - [Anti-dilution](https://www.hemrock.com/docs/anti-dilution) · [Exit waterfalls](https://www.hemrock.com/docs/waterfall) - [Model formatting](https://www.hemrock.com/docs/colors-and-formatting) ## Ratings 4.9(360 ratings) ## Reviews > “Very useful, gives clear ideas on key concepts, specially for VCs that are so worried on how a new round affects exit values etc. and clear instructions on how an exit waterfall works. Fantastic models people can use to build own models in real life work.” > “Awesome tool. Easy to use. I have looked at a lot of cap tables including creating my own but to be able to model the different investment options this is the best (easiest) that I have seen out there. Thanks Taylor!” > “Taylor was amazingly helpful and super responsive.” > “I continue to use and recommend the Cap Table + Round + Exit model + other tools that [Taylor] provides. Some are free, all are valuable. (Have paid ~$300 and saved so much time and money over years as a Founder CEO, Angel, VC).” > “Great model that includes all the bells and whistles you may need in a complex waterfall. Taylor was extremely responsive and helpful when it came to answer my questions. Thank you so much!!” Pay what you want $20 suggested, but "0" is ok. All donations appreciated. Buy Instant Access Download to Excel or Copy to Google Sheets Easy to customize with your AI Free email support [Inside the model · 12 sheets · 5 sections→](https://www.hemrock.com/cap-table/structure) [License](https://www.hemrock.com/license) and [Terms](https://www.hemrock.com/terms) apply on all purchases, services, and courses.