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Comment by gjem97 | Hacker News Reader

"Mr. Biederman holds 64,166 Domo shares that would be worth $540,919 at the $8.43-per-share price where Domo sold stock to investors last year."

Is there any reason to believe that these are the same series of shares? Isn't it more likely that the investors bought preferred shares that are worth a lot more than the common shares that he probably has?

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They almost certainly aren't the same series of shares, but that in and of itself isn't a reason to expect them to be worth less. Usually preferred shares have additional rights (e.g., preferred share holders will get returned their original cost or some guaranteed return before common shareholders get any returns).

Some have features that get them some incremental value over time (e.g., a 10% return paid through additional ownership over time), but this would differ wildly depending on funding round, investor, etc.

If the business keeps growing and the whole equity cap table is "in the money," his shares could probably be close to this estimated value.

Caveat: you can go totally nuts with complicated share structures, so this could not at all be the case for Domo.

Actually, the preferred rights almost certainly make them more valuable than employee common stock, and probably significantly more valuable. Do we know what the 409a valuation is?

which is exactly the reason he should be allowed to see the full details of the cap table to see what makes those shares more valuable than his and estimate his stocks value based on that info plus other financial info. It is exactly why this law exists because otherwise it is impossible for someone to value their shares and when you own shares that include a right to first refusal clause it makes it nearly impossible to shop the shares around on the private market

You're correct, at a liquidity event the value of common and preferred shares could converge. A term called "participating preferred shares" would mean that they don't. But most capital structures I have seen are such that earlier in the story (pre liquidity event), the values of the two shares are drastically different.

This brings up a good question. Companies have to price their options to employees at the "market value". They often make the exercise price the same as the preferred share sale price. Yet the options are for common shares.

How can a company know what these options or shares are worth when they aren't preferred-- because there is no market events for them?

The common shares are priced through a 409a valuation, generally done by a CPA. And, actually, the common exercise price is almost NEVER the same as the preferred shares. In some cases, it is 90% lower.

Exactly. We went through the 409A process for the first time a couple of years back and the valuation firm will typically take the preferred price (assuming there's been no secondary sales of common) and then apply discounts for lack of liquidity etc which gets you anywhere from 70-90% lower than the cost of preferred. The valuation firm usually comes in conservative and then you negotiate the FMV down. Assuming you haven't raised any more money, subsequent 409As are a lot quicker with a pretty light touch from the valuation firm.

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