Instrument
An Instrument is a right to future ownership in a Company: a SAFE, a note, an option or a warrant.
Properties
| Property | Type | Required | Description |
|---|---|---|---|
kind | string | required | Which right: safe, note, option or warrant. |
amount | money | The amount invested, for a SAFE or a note. | |
cap | money | The valuation cap a SAFE or note converts at. | |
discount | number | The percent discount to the next priced round a SAFE or note converts at. | |
strike | money | The price per Share an option or warrant exercises at. | |
quantity | integer | The Shares an option or warrant covers. | |
vesting | json | The vesting schedule and cliff of an option grant. | |
status | string | required | Where it stands; a canceled or converted Instrument is kept, never deleted. |
Object
{
"$id": "https: //api.sb/ patentpad.com/ instruments/ instrument_1",
"$type": "Instrument",
"kind": "safe",
"amount": {
"amount": 499,
"currency": "USD"
},
"cap": {
"amount": 499,
"currency": "USD"
},
"discount": 1,
"strike": {
"amount": 499,
"currency": "USD"
},
"quantity": 1,
"vesting": {},
"status": "outstanding"
}Relationships
- An Instrument is held by one Holder: each Instrument belongs to one Holder, who sees it, its vesting and its documents.
heldBy, inverseinstruments. - An Instrument is issued by one Company: an Instrument is a right in one Company and counts in its fully diluted cap table.
issuedBy, inverseinstruments.
Lifecycle
| State | Meaning | Moves to |
|---|---|---|
outstanding (first) | Granted or issued and not yet turned into Shares. | converted by Instrument.convert; exercised by Instrument.exercise; canceled by Instrument.cancel |
converted | A SAFE or note turned into Shares at a priced round. | None: it ends here. |
exercised | Every Share it covers was bought at the strike price; a partial exercise keeps it outstanding. | None: it ends here. |
canceled | Ended unvested, expired or forfeited, with any option Shares back in the pool. | None: it ends here. |
Verbs
getReturns one Instrument by id.GET /{namespace}/instruments/{id}listReturns Instruments, newest first, one page at a time.GET /{namespace}/instrumentscancelCancel ends an unvested, expired or forfeited Instrument and returns any option Shares to the pool.POST /{namespace}/instruments/{instrument}/cancelconvertConvert turns a SAFE or note into Shares at a priced round, at its cap or discount, whichever gives more Shares.POST /{namespace}/instruments/{instrument}/convertexerciseExercise buys the Shares an option or warrant covers at its strike price, up to what has vested.POST /{namespace}/instruments/{instrument}/exercisegrantGrant gives a Holder an option from the pool, with its strike price, vesting schedule and cliff.POST /{namespace}/instruments/grant
An Instrument is kept forever and never edited: it has no update or delete.
Permissions
Which Access level may call each Verb. One-way Verbs wait their delay window.
| Operation | owner | admin | member | viewer |
|---|---|---|---|---|
Instrument.get | Yes | Yes | Yes | Yes |
Instrument.list | Yes | Yes | Yes | Yes |
Instrument.cancel | Yes | No | No | No |
Instrument.convert | Yes | No | No | No |
Instrument.exercise | Yes | No | No | No |
Instrument.grant | Yes | No | No | No |
Call it
Grant the latest instrument with a holder.Example
A Company raises $250,000 on a SAFE with an $8 million cap. At the next priced round the Instrument converts to Shares, and its record stays with status converted.