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Instrument

An Instrument is a right to future ownership in a Company: a SAFE, a note, an option or a warrant.

Properties

PropertyTypeRequiredDescription
kindstringrequiredWhich right: safe, note, option or warrant.
amountmoneyThe amount invested, for a SAFE or a note.
capmoneyThe valuation cap a SAFE or note converts at.
discountnumberThe percent discount to the next priced round a SAFE or note converts at.
strikemoneyThe price per Share an option or warrant exercises at.
quantityintegerThe Shares an option or warrant covers.
vestingjsonThe vesting schedule and cliff of an option grant.
statusstringrequiredWhere it stands; a canceled or converted Instrument is kept, never deleted.

Object

JSON
{
  "$id": "https://api.sb/patentpad.com/instruments/instrument_1",
  "$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, inverse instruments.
  • An Instrument is issued by one Company: an Instrument is a right in one Company and counts in its fully diluted cap table. issuedBy, inverse instruments.

Lifecycle

Instrument lifecycle: outstanding, converted (ends), exercised (ends), canceled (ends)outstanding → converted: Instrument.convertoutstanding → exercised: Instrument.exerciseoutstanding → canceled: Instrument.canceloutstandingconvertedexercisedcanceled
StateMeaningMoves to
outstanding (first)Granted or issued and not yet turned into Shares.converted by Instrument.convert; exercised by Instrument.exercise; canceled by Instrument.cancel
convertedA SAFE or note turned into Shares at a priced round.None: it ends here.
exercisedEvery Share it covers was bought at the strike price; a partial exercise keeps it outstanding.None: it ends here.
canceledEnded unvested, expired or forfeited, with any option Shares back in the pool.None: it ends here.

Verbs

  1. getReturns one Instrument by id.
    GET /{namespace}/instruments/{id}readNo Event
  2. listReturns Instruments, newest first, one page at a time.
    GET /{namespace}/instrumentsreadNo Event
  3. cancelCancel ends an unvested, expired or forfeited Instrument and returns any option Shares to the pool.
    POST /{namespace}/instruments/{instrument}/canceldoInstrument.canceled
  4. convertConvert turns a SAFE or note into Shares at a priced round, at its cap or discount, whichever gives more Shares.
    POST /{namespace}/instruments/{instrument}/convertdoInstrument.converted
  5. exerciseExercise buys the Shares an option or warrant covers at its strike price, up to what has vested.
    POST /{namespace}/instruments/{instrument}/exercisedoInstrument.exercised
  6. grantGrant gives a Holder an option from the pool, with its strike price, vesting schedule and cliff.
    POST /{namespace}/instruments/grantdoInstrument.granted

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.

Operationowneradminmemberviewer
Instrument.getYesYesYesYes
Instrument.listYesYesYesYes
Instrument.cancelYesNoNoNo
Instrument.convertYesNoNoNo
Instrument.exerciseYesNoNoNo
Instrument.grantYesNoNoNo

Call it

Text
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.