How to Track Founder Vesting on Restricted Stock

How to track founder vesting is a repurchase-lapse ledger on the restricted stock purchase agreement (RSPA), not the 83(b) mailing and not the double-trigger overlay. For each founder grant, log the person and grant date, shares issued versus shares still subject to repurchase, the cliff (if any) copied from the paper, the vesting cadence copied, vested shares today, and whether acceleration is none, single-trigger, or double-trigger. Raziel's 83(b) election tracking page is the 30-day filing. Raziel's double trigger acceleration tracking page is whether both sale and qualifying termination fired. This page is the monthly (or quarterly) lapse of the company's buyback right.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed RSPA. Do not invent a four-year industry clock.

What this repurchase-lapse ledger is (and is not)

Cooley GO (Cooley GO Team, "Founder's Stock, Vesting and Founder Departures") describes Founder's Stock as equity issued to founders at or near formation, often for a nominal cash payment such as $0.0001 per share (the default in the Cooley GO Docs Incorporation Package) and/or assignment of intellectual property. Often, but not always, that stock is subject to a vesting schedule that gives the company the right to buy back unvested shares if a founder leaves before the shares are fully vested. Under a typical schedule in that article, the stock vests in monthly or quarterly increments over four years, and the company may repurchase unvested shares at the lower of cost or then fair market value. "Typical" is Cooley's word. It is not this grant. The 83(b) election is a separate row. Do not overwrite it here.

Six columns on one founder-grant row

Open one row per person per RSPA (or per later vesting overlay if investors imposed a new schedule). A departure that starts the repurchase clock is an event on the same row, not a new grant.

• Person and grant date. The founder (or other restricted-stock holder) and the transfer date on the RSPA. Cooley GO: the schedule may be agreed when the stock is first issued, or imposed later as a condition of outside investment. Copy which paper created the repurchase right.

• Shares issued versus still subject to repurchase. Founders usually hold the certificate (or book entry) on day one. "Unvested" means the company still has a contractual option to buy those shares back. Copy issued shares, unvested shares today, and the repurchase price formula (lower of cost or FMV is Cooley's typical pair, not a statute).

• Cliff copied. Cooley GO: there is often a one-year cliff, meaning the individual must be with the company for a year to vest the first increment, and founders are often given retroactive credit for pre-incorporation work. "Often" is Cooley's word. Copy months (or "none") and any credit the signed exhibit prints. One year is common in that article. It is not this cliff unless the PDF says so.

• Vesting cadence copied. Monthly or quarterly increments over the remaining term, as the exhibit states. Cooley GO's typical remaining picture is four years in total. Compute the next vest date from the grant date (or cliff date) and the signed increment. Mark if vesting stops on termination.

• Vested shares today. Shares on which the repurchase option has lapsed, as of the last vest date. If the founder has left, copy vested shares kept and unvested shares the company can still repurchase, plus the exercise window if the RSPA prints one.

• Acceleration overlay. Cooley GO lists two main variations: single-trigger (unvested shares accelerate at sale) and double-trigger (sale plus a second event, typically termination without cause or resignation for good reason). Copy none, single, or double, and the percent that accelerates. Do not re-litigate the CIC definition here. Use the double-trigger page for whether both triggers fired.

Copy the signed exhibit, not a blog default

Do not paste four years, a one-year cliff, or $0.0001 as this grant. Those figures are Cooley GO defaults or commentary. The signed RSPA (and any later investor overlay) is the cliff, the cadence, and the repurchase price. Cooley GO also lists ROFR, co-sale, lock-up, and super-voting as separate founder-stock rights. Those are other rows. Raziel's ROFR tracking page is a transfer notice, not this buyback.

When the ledger holds

The row holds if the six cells are copied from the PDF (or marked missing). It fails when you invent a four-year statutory vest, treat the 83(b) mailing as the vest ledger, book an option-pool refresh as founder repurchase, or assume double-trigger fired because the company sold. Raziel's startup investment tracker is the book those RSPAs should sit on: documents, dates, cap tables, IRR and MOIC. Raziel does not interpret your RSPA. Copy the six columns.