How to Track a Tag-Along Right After a Co-Sale Notice

How to track a tag-along right is a dated ledger you open when a co-sale notice lands, not a primer on what tag-along means. Per notice, log the notice date, who is selling, the offered shares and price, your pro rata tag entitlement with the formula copied, the election window end, the shares you tagged, and the leftovers you did not. Raziel's ROFR tracking page is the company and investor purchase right. Raziel's drag-along tracking page is being forced to sell. Tag is the optional right to sell alongside.

This is not legal, tax, or investment advice. Raziel does not provide it. Copy the entitlement formula and every day count from your signed Right of First Refusal and Co-Sale Agreement. Do not assume a universal 15-day election window.

What this ledger is (and is not)

Carta (published March 26, 2026): tag-along rights, also known as co-sale rights, give minority shareholders the option to sell on the same terms and conditions as the majority shareholders during a sale, and a drag-along is a requirement while a tag-along is an option. The National Venture Capital Association (NVCA) Model Right of First Refusal and Co-Sale Agreement (updated April 2026, fetched from NVCA) defines "Right of Co-Sale" as the right, but not an obligation, of an Investor to participate in a Proposed Key Holder Transfer on the terms specified in the Proposed Transfer Notice. Option, not obligation, is why this needs a row: nothing happens unless you elect in writing.

Columns to log when the co-sale notice lands

Open one row per co-sale notice per issuer. In the NVCA model the trigger is a Proposed Key Holder Transfer, and the notice must set out material terms (including price and form of consideration), the Prospective Transferee, and the intended transfer date. Your executed agreement controls.

• Notice date. Date received (and sent, if different), and the sender. Attach the PDF.

• Who is selling. The Key Holder named in the notice, plus the Prospective Transferee. NVCA model: Transfer Stock excludes Preferred and Common issued on conversion of Preferred.

• Offered share count and price. Copy class, share count, price, and form of consideration straight from the notice. Do not back into a price from a deck.

• Your tag entitlement, formula copied. Paste the actual fraction from your agreement, then the share count it produces. Model version below.

• Election window end. Compute from your agreement's day counts. In the model the co-sale clock starts from a ROFR-stage deadline, not the day your notice arrived.

• Shares you tagged. The count you elected in writing, which can be less than your entitlement. The model permits all or any part of that product.

• Leftover you did not tag. Entitlement minus shares tagged. Note whether you waived in writing or let the window lapse.

• Whether ROFR ran first. Yes or no, plus how many shares the company or investors took. Point at the ROFR row.

The formula and the election clock are fill-ins

Do not paste a market default. The April 2026 NVCA model Word file prints one version of the math and its clocks:

• Section 2.2(b), Shares Includable: the product of (i) the aggregate Transfer Stock subject to the transfer, excluding shares the Company or Participating Investors bought under the Right of First Refusal or Secondary Refusal Right, and (ii) a fraction: numerator, the Capital Stock you own immediately before consummation; denominator, the Capital Stock owned by all Participating Investors immediately before consummation plus the Transfer Stock held by the selling Key Holder.

• Because the denominator counts all Participating Investors, your entitlement is not final until the electing set is known. Log provisional and confirmed numbers.

• Section 2.2(a) election: written notice to the selling Key Holder within 15 days after the deadline for delivery of the Secondary Notice. That printed figure sits downstream of the ROFR clock, not 15 days from your notice date.

• Section 2.2(d)(i): consideration is allocated on shares actually sold, and if you sell Preferred Stock the notice price is adjusted on the conversion ratio of Preferred into Common.

• Section 2.2(f): if the transfer is not consummated within 60 days after the Company receives the notice, the Key Holder must comply with the section in full again. A fresh notice is a fresh row.

• Bracketed in the model: to the extent Participating Investors exercise, the shares the selling Key Holder may sell are correspondingly reduced.

Treat every printed number as a model or negotiated fill-in until you confirm it in your PDF. Decrypted Law notes co-sale rights are usually exercised after the company and major investors decline to fully exercise their ROFR, and that the pro rata formula is itself negotiable, including whether all key holder shares or only the shares being sold sit in it. So copy the formula into the cell.

After the window: close the row

When the window closes, rewrite four cells: shares you tagged, shares you left untagged, the consideration you are to receive, and whether ROFR shrank the pool first. Keep the written election, any purchase and sale agreement, and any waiver with the row. The NVCA model makes that purchase and sale agreement a condition precedent, and covers a buyer who refuses your shares by requiring the selling Key Holder to buy them on the notice terms. Raziel's startup investment tracker is the book those notices sit on. A workbook holds this if each notice is a row, the formula is copied not assumed, and ROFR is a pointer. It fails when you assume a universal 15-day window or fold tag into drag. Raziel does not interpret your co-sale right. Copy the notice. Log the clocks. Record what you tagged.