How to Track Startup Secondary Sales and Tender Offers

How to track startup secondary sales is a partial close, not a delete. A company tender or a bilateral trade moves some lots to cash and leaves the rest on the cap table. Raziel’s private-equity secondaries post is the fund-strategy page; the exit landscape for startup investments is the IPO-and-M&A map. This page is the ledger after you elect: lots sold, lots kept, new cost basis, leftover lockup, and the tax lot you actually transferred. Do not overwrite the original SAFE or preferred row.

Tender offer vs bilateral secondary: what to log

Open one event per company, per program. Carta’s April 3, 2026 secondary-markets explainer: no new shares are created. An existing holder sells; cash goes to the seller, not into the company. That is the opposite of a priced round. Log which path you are on.

• Company-sponsored tender. Nasdaq Private Market’s liquidity page: unlike a trade between individuals, the company (with counsel) decides who may sell, how much, at what price, and to whom. A tender is a defined window at a set price; NPM says it is typically 12 or more eligible holders, with the buyer the company, a third party, or both. NPM’s tender-tips FAQ: the live window is at least 20 business days; you may sell some, all, or none of your eligible shares. Carta’s tender-offer page: the offer is a formal, company-sponsored secondary at a predetermined price per share, often limited to a certain amount of stock. If more shares are tendered than the buyer will take, Carta says the sale is typically cut back pro rata. Log election versus fill. The 12-holder typical and 20-business-day window are NPM’s; treat them as vendor copy, not a statute.

• Direct / bilateral secondary. Carta: one investor sells to another in a deal the company did not sponsor; company approval is still typical. Forge Global’s FAQs: most of its deals are direct secondaries where the buyer lands on the cap table after the company navigates right of first refusal and board approval, which “typically take several weeks”; after a match, Forge says a direct trade “typically takes 45–60 days to close.” Log the ROFR clock, board status, and the date cash actually arrived.

Split the lot — do not delete the original SAFE or preferred row

A filled tender is not a full exit unless every share went. Nasdaq Private Market’s settlement step distributes proceeds and updates company ownership records. Your book should match that split.

Keep the original SAFE or preferred row. Close a sold lot off it: shares (or SAFE dollars) transferred, settlement date, gross proceeds, fees, net cash. Open or keep a remainder lot: leftover quantity, same original wire date, same instrument. If the tender was oversubscribed, the remainder is what you elected minus what filled, not what you hoped to sell.

Delete the original row and you lose the cash history that MOIC and IRR need. Paste leftover shares at the tender price and the remainder looks like a 1.0x. The sold lot’s multiple is proceeds over allocated cost. The kept lot’s multiple is still unrealized value over original cost. Raziel’s MOIC calculator is the arithmetic; the split is what makes the inputs honest.

Cost basis and tax lot after a partial sale

IRS Publication 551 (revised December 2025): basis is your investment in the property for tax purposes, and you must keep accurate records of items that affect it. The basis of stock you buy is generally the purchase price plus costs of purchase such as commissions and transfer fees. Identifying stock sold: if you can adequately identify the shares, their basis is the cost of those particular shares; if you cannot, the basis is the shares you acquired first.

That is the tax-lot job. Two SAFEs in the same company, or a SAFE that later converted plus a priced-round follow-on, are different lots. Name the lot you tendered: acquisition date, instrument, original cash, share count if converted. Allocate cost to the sold slice; the remainder keeps the leftover basis. Publication 551 is the recordkeeping rule, not a filing walkthrough. Raziel does not give tax or legal advice.

Leftover lockup, ROFR, and close dates

Leftover shares are still private stock. Log quantity, class, and any transfer restriction the offering documents print — a new lockup, an unchanged ROFR, or a board-approval clause. Do not invent a standard leftover lockup; the document you signed is the source. Forge’s FAQ is explicit that ROFR and board approval are why direct trades take weeks. Carta’s secondary explainer: the board sets who is eligible and how much each person may sell. After settlement, leftover shares still sit on that same ROFR stack until a later IPO lockup or another program.

Nasdaq Private Market says most of its company-sponsored programs complete in 3–6 weeks — its claim, not a statute. Put three dates on the event: window open, election, cash received. Park the PDF (offer to purchase, election, settlement statement, updated cap table) on the same commitment. Raziel’s startup tracker is the alternative-asset dashboard for that record — IRR, unrealized gains, cap tables, and valuations, with AI ingest for the offer package. The original SAFE or preferred row stays. The tender is a split.