How to Track Convertible Notes After You Wire

Convertible note tracking starts when the wire clears, not when you pick a note over a SAFE. Raziel’s convertible notes vs. SAFEs post is the instrument comparison. After you sign, the job is a ledger: cash, interest that keeps accruing, a maturity date, cap and discount, and conversion events as dated rows. Y Combinator’s SAFE FAQ is blunt: a convertible note is debt — interest accrues and a maturity date is set for repayment or forced conversion. Accrued interest changes how much ownership that note later becomes. This is the book after close.

What to log the day you wire

Open one row per note, not per company. Two notes in the same round can carry different caps, dates, or rates. Cash record: principal, currency, wire date, bank receipt. If the wired dollars and the face amount differ, keep both and the signed note.

Terms record: interest rate; simple or compounding; day-count; maturity date; qualified-financing floor; valuation cap; discount; MFN or majority-amend if present. Cooley LLP’s public Series Seed convertible promissory note computes interest on a 365-day year for actual days elapsed, and treats unpaid interest and principal as due on request of the majority holders on or after maturity. Log the form you signed. The National Venture Capital Association’s model legal documents (fetched August 21, 2026) are priced-round forms, not a convertible note template. Attach the PDF you hold, plus any purchase agreement, side letter, and later conversion notice.

How to track interest accrual on a convertible note

Interest is why a note is not a SAFE. Y Combinator created the SAFE in 2013 so neither side would have to keep accruing interest or extending a term. Cooley GO’s primer on convertible debt (last reviewed September 2, 2025) says interest may be simple or compounding, and that accrued interest may be repaid in cash at conversion or converted into additional shares on the same terms as principal. The rate is the one printed in your note, not a statute. Carta’s explainer uses a teaching example: $100,000 at 8% with a one-year maturity would be $108,000 if repaid because no priced round had closed.

Post a dated row whenever you recompute: as-of date, method, accrued interest, and conversion amount = principal + unpaid accrued interest. Cooley’s Series Seed form is explicit: in a qualified financing, “the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert.” That extra interest is extra shares, not a second wire. If the company pays interest in cash, post the receipt and drop it from the conversion amount. Until conversion or repayment, keep accruing. Cooley’s form also lets the company stop accrual up to 10 days before signing a qualified financing or change-of-control agreement — log that cutoff if you get one.

Maturity date: what to log before the note comes due

Carta: if the note has not converted by maturity, the company typically is required to repay principal plus interest; the parties can amend to extend, and until it converts or is repaid, interest continues to accrue. Cooley GO: many notes require a majority of outstanding principal to request repayment before cash is actually due, or they let majority holders elect stock in lieu of repayment. In practice, Cooley says, parties often extend maturity or leave the notes outstanding and “due” without collecting. Cooley’s Series Seed form matches that shape, with a bracketed maturity-conversion clause into common or a new preferred series. Log the maturity date, whether conversion at maturity is automatic or elective, who can amend, and every extension. The ledger is the last signed amendment.

Cap vs. discount: which conversion price to store

Store both inputs. Do not pre-compute a share count until the conversion notice arrives with a fully diluted denominator. Carta: if a note has both a valuation cap and a conversion discount, the investor typically gets the option that produces the lowest conversion price per share. Cooley GO says the cap and discount operate “in the alternative” on that same lowest-price rule. Cooley’s Series Seed form writes it as the lesser of (i) the cash price paid in the qualified financing, optionally multiplied by a discount fraction, and (ii) the cap divided by outstanding common (with optional option-pool refresh, excluding the notes and other converting securities). Also log the qualified-financing floor — Cooley GO describes a typical floor as roughly one to two times notes outstanding, set so a thin round cannot force conversion. Y Combinator’s post-money SAFE has no such threshold. The SAFE note tracking post is the other ledger.

Conversion events as dated rows

Each ending is a row with a date, not an overwrite.

• Qualified financing. Automatic conversion of principal plus unpaid accrued interest. Log event date, floor met, price used (cap or discount), series, share count, and the cap table you were sent.

• Non-qualified round. Cooley’s form lets the holder or majority holders treat a smaller preferred sale as if it were qualified. Record whether you elected.

• Maturity. Demand, extension, or conversion into common or preferred, per the clause you logged.

• Change of control. Cooley’s form defaults to cash equal to principal plus unpaid accrued interest, optionally plus a premium, with a holder election to convert into common. Post cash only if cash arrived.

A conversion is not a second investment. Overwrite the note row and you lose the instrument and the interest history. Add a preferred line with a fresh cost basis and every IRR that uses that cash double-counts the wire. Close the note ownership record. Open preferred stock (or a cash-repaid flag) linked to the same cash history. Accrued interest that converted is more shares on the original dollars. Raziel’s startup investment tracker is built to keep those instruments in one alternative-asset dashboard next to IRR, unrealized gains, cap tables, and valuations, with AI ingest for the note PDF. The cash line does not move. The security — and the interest that changed its size — does.