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How to Track an IPO Lockup After Pricing
How to track an IPO lockup is a contractual restriction ledger after pricing, not a Rule 144 holding-period worksheet and not a secondary-sale tax lot. For each holder and each agreement, log the agreement date, the parties bound, the start date (usually pricing day), the stated end date copied from the lock-up, the restricted instruments copied, any early-release or carve-out language, and whether the restriction is still in force (yes or no). Raziel's startup secondary sale tracking page is the tender or secondary that already closed. Raziel's Rule 144 tracking page is the SEC safe harbor after the contract lifts. This page is the underwriter (or company) lock-up you signed.
This is not legal, tax, or investment advice. Raziel does not provide it. Copy the signed lock-up. Do not invent a 180-day statute.
What this lockup ledger is (and is not)
A lock-up agreement is a private contract that typically bars named shareholders (directors, officers, and significant pre-IPO holders) from selling, transferring, pledging, or hedging covered securities for a stated window after an IPO or similar liquidity event. It is almost universally required by IPO underwriters. It is not a provision of the Securities Act, the Exchange Act, or a numbered SEC rule that sets "180 days" by law. The U.S. Securities and Exchange Commission's investor publication on Rule 144 addresses restricted and control securities under Rule 144. It does not create the lock-up clock. Market practice often uses about 180 days from pricing, and some deals use staggered releases or different lengths. Your signed PDF controls. An Investors' Rights Agreement market stand-off is a related but separate contract row if you have both papers.
Seven columns on one lockup row
Open one row per holder per lock-up agreement after pricing (or after you receive the countersigned form). Attach the PDF.
Agreement date and parties. Date on the lock-up and who is bound (you, your fund, affiliates named). If the lead underwriter still required a separate signature despite an IRA stand-off, store both documents on linked rows.
Start date. Usually IPO pricing day. Listing day is often the next session. Copy the defined start from the agreement. Do not assume "day one of trading" if the PDF says pricing.
Stated end date. Calendar end printed or computed from the stated day count. Common market practice is about 180 days. That is convention, not a statutory period. Copy your end. Store staggered release dates as child rows if the PDF uses tranches.
Restricted instruments copied. Common stock, options, warrants, convertibles, and hedging language as printed. Store silent if a class was carved out.
Carve-outs copied. Typical exceptions include gifts to family trusts, estate planning transfers, or transfers to affiliates if the recipient is bound by the same lock-up. Copy the signed carve-outs. Do not invent one from a blog default.
Early-release triggers. Some agreements release early on underwriter consent, trading-price hurdles, or other milestones. Copy the trigger text and whether it has fired (yes, no, or not applicable).
Still in force (yes / no). After the end date, the contractual bar lifts. Rule 144, company blackout policies, and any 10b5-1 plan rules may still apply. Mark the lock-up row closed, then keep the Rule 144 row open if you still need that ledger.
Copy the signed clocks, not a 180-day industry default
Do not paste "everyone is locked for 180 days" as law. Direct listings often have no underwriting lock-up because there is no underwriting agreement of that type. SPAC and de-SPAC combinations often use different lengths and release schedules. Your S-1 (or other registration) may disclose lock-up terms the company agreed to describe. Those disclosures describe the contracts in that deal. They do not replace your PDF.
Keep lockup and Rule 144 on separate rows
When the contractual end date arrives, update only the lock-up row. Open or refresh the Rule 144 row for holding period, affiliate volume, and Form 144. Company insider-trading blackouts and any Rule 10b5-1 plan cool-offs belong on their own rows too. Mixing those clocks is how a "lockup expired" note turns into an unplanned sale block at the broker.
When the ledger holds
The row holds if the seven cells are copied from the PDF (or marked missing). It fails when you invent a statutory 180-day clock, treat Rule 144 as the lock-up, or book a completed secondary as if the lock-up never existed. Raziel's startup investment tracker is the book those agreements should sit on: documents, dates, cap tables, IRR and MOIC. Raziel does not interpret your lock-up. Copy the seven columns.
