How to Track Conversion Price After a Charter Move

How to track conversion price is the preferred-stock cell in the charter: Original Issue Price, Conversion Price then in effect, and the as-converted Common that ratio produces. It is a tracker after a round, split, or anti-dilution adjustment, not the event itself. It is distinct from Raziel's SAFE conversion tracking page (SAFE-to-equity at a priced round) and from anti-dilution tracking (the cheap-issuance adjustment under NVCA Section 4.4). This page is the Conversion Price cell: old versus new, why it moved, as-converted shares.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed certificate of incorporation and any amendment that changed Conversion Price,

Seven columns on one series row

Open one row per series you hold, per issuer. NVCA's model-documents page: the forms present potential options and are a starting point only. NVCA 2020 Term Sheet: Series A Preferred initially converts 1:1, subject to adjustments for stock dividends, splits, combinations and similar events and anti-dilution. Carta (August 7, 2023): the original issue price (OIP) is the price at which investors purchased preferred shares.

• Series. Legal name and the series printed on the stock.

• Original Issue Price. NVCA fill-in: insert original purchase price of that series. Copy the dollar fill-in. Do not overwrite it when Conversion Price later moves.

• Conversion Price before. Conversion Price in effect immediately prior. NVCA 4.1.1: initial Conversion Price equals that Original Issue Price fill-in, subject to Section 4.

• Conversion Price after. Conversion Price in effect immediately after. Copy it from the restated charter or the NVCA 4.9 certificate. Do not invent a post-event number from a deck.

• Event that moved it. Split, anti-dilution, or amendment. One label per row. Split is NVCA 4.5. Anti-dilution is NVCA 4.4. An amendment is a rewrite in a later restated certificate.

• As-converted share count. Preferred shares you still hold times Original Issue Price divided by Conversion Price then in effect (NVCA 4.1.1). NVCA 4.1.2: nearest whole share after aggregating fractional interests in that series (0.5 or greater rounds up).

• Date of the charter amendment. Filing or effective date printed on the restated certificate. NVCA 4.9: certificate not later than ten days after each adjustment.

Keep Original Issue Price and Conversion Price as two cells. They start equal. Only Conversion Price is supposed to move under Section 4.

What moves Conversion Price (and what does not)

Split or combination. NVCA 4.5: if the Corporation subdivides outstanding Common Stock, Conversion Price in effect immediately before that subdivision is proportionately decreased so that Common issuable on conversion of each Preferred share increases in proportion. If the Corporation combines outstanding Common, Conversion Price is proportionately increased. Effective at the close of business on the date the subdivision or combination becomes effective. Log the ratio on Raziel's stock split tracking page.

Anti-dilution. NVCA 4.4 reduces Conversion Price when Additional Shares of Common Stock issue (or are deemed issued under 4.4.3) without consideration or for a consideration per share less than Conversion Price then in effect. The October 2025 model prints two 4.4.4 instructions. Broad-based weighted average, to the nearest one-hundredth of a cent: CP2 = CP1 * (A + B) / (A + C). Full ratchet: Conversion Price is reduced to the consideration per share received; if without consideration, the Corporation is deemed to have received an aggregate of [$0.001] of consideration for all such Additional Shares. Copy CP1 and CP2. Walk A, B, C, Exempted Securities, and any 4.4.2 waiver on anti-dilution tracking.

Amendment. A later restated certificate can rewrite Conversion Price by stockholder vote. Copy the new fill-in and the amendment date. Do not treat a SAFE conversion as this cell. After a priced-round SAFE conversion, the new preferred row has its own Original Issue Price and Conversion Price. Track that packet on SAFE conversion tracking. A new up-round series does not, by itself, move an earlier series' Conversion Price. Carta (May 8, 2026): anti-dilution protects investors if the company later raises a down round at a lower valuation. An issuance at or above Conversion Price then in effect is not a 4.4.4 trigger on the NVCA form.

Rewrite as-converted shares when the cell moves

NVCA 4.1.1 Conversion Ratio: each share converts into Common equal to Original Issue Price divided by Conversion Price then in effect. As-converted Common equals shares of that series you still hold times that ratio. After CP2 is written, rewrite the as-converted cell using 4.1.2 rounding. Carta (August 7, 2023): "as-converted" assumes that all outstanding equity, such as preferred stock, is converted into common stock. Your row is the series you hold, not the whole cap. File the 4.9 certificate next to the row. If the company never sent one, keep Conversion Price after equal to Conversion Price before and keep the amendment date blank. Do not invent a CP2.

A workbook holds this if Original Issue Price stays the purchase-price fill-in, Conversion Price before and after are copied from the charter or the 4.9 certificate, the event is split, anti-dilution, or amendment, as-converted shares use 4.1.1, and the amendment date is the filed paper. It fails when you overwrite Original Issue Price with the new Conversion Price, collapse a split into anti-dilution, treat a SAFE conversion as this cell, or paste as-converted from a deck. Raziel's startup investment tracker is the book those preferred rows already sit on: cash dates, documents, cap tables, IRR and MOIC. Raziel does not interpret your charter. Copy the seven columns. Leave the conversion math to the COI you already signed.