Startup Lawyer | What Happens to the Option Pool if a Startup is Acquired?
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What Happens to the Option Pool if a Startup is Acquired?

Posted 22 Dec 2009

The option pool is the amount of common stock a startup reserves (typically at each series of financing) for future issuances to employees, directors, advisors, and consultants.

For example, if a startup has 5,000,000 shares of common stock outstanding immediately before the Series A round, a condition of the Series A round may will be the creation of an option pool, likely in the 10-20% range of the post-financing fully-diluted capitalization.

At the Series A round, the option pool only dilutes the founders and not the new investors, since the option pool is put into the pre-money. The higher the percentage, the greater the dilutive effect for the founders.

After the Series A round, as the startup develops and adds human capital, it will use the option pool reserve to provide equity compensation to such hires.

If the startup gets acquired, what happens to the unissued amount left in the the startup’s option pool ?

The answer is pretty intuitive — the unissued options get wiped out. But this is still probably a relief to some founders, since founders suffer a dilutive effect from the entire option pool when raising capital.

2 Comments
  • What Employees Should Know About Option Pools « Seravia Research
    Posted at 05:36h, 03 March Reply

    [...] how the pool affects the company’s valuation, what the company looks like fully diluted, and what happens to the options in an acquisition. There are a lot of great posts out there regarding what founders and investors should be aware of [...]

  • Christopher
    Posted at 08:20h, 08 June Reply

    The options getting wiped out makes sense. However, do the shares reserved in the option pool become/remain treasury shares or issued to the founders?

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