Outstanding Convertible Amount
Definition
Total principal value of SAFEs and convertible notes outstanding that have not yet converted to equity. These convert at the next priced round, typically at a discount or valuation cap (per the standard Y Combinator SAFE templates and the National Venture Capital Association convertible-note model). Common pitfall: a SAFE stack quietly accumulating between rounds can convert into 15–25% dilution at the next priced round, surprising founders who modeled "we only sold 10% in this priced round" math. Boards should always see the fully-diluted cap table including SAFE conversion.
Why it matters
Hidden dilution that hits at the next priced round. A material SAFE stack changes the math on what a "20% Series A" actually costs the founders.
How it's calculated
Sum of principal outstanding on all unconverted convertible instruments (SAFEs per the Y Combinator post-money SAFE template; convertible notes per the NVCA Model Documents). Pre-conversion — actual dilution depends on the next-round price and the SAFE caps/discounts. How to interpret it
When `convertible_outstanding` is more than ~10% of the company's next-likely post-money valuation, the board should require a fully-diluted cap-table walk-through at the next priced round modeling exercise. Highest-cap and lowest-cap SAFE conversion paths should both be modeled.
Source
Y Combinator Post-Money SAFE (2018+ standard form) · Post-Money SAFE — Definitions (Purchase Amount)
Stage relevance
Typically owned by
Related KPIs
Company valuation negotiated with investors immediately before the new round closes — the denominator for the new investors' ownership math. Per the NVCA Model Documents, pre-money = post-money − new money raised. Common pitfall: when convertible instruments (SAFEs, notes) are outstanding, the "headline" pre-money the CEO quotes and the effective pre-money after conversion can differ materially — the board should always ask for both. Equally important: option-pool top-ups taken pre-close come out of the pre-money share count, diluting founders not investors (the "option pool shuffle").
Company valuation immediately after the new round closes, including the new capital raised — the canonical "valuation" number quoted in TechCrunch headlines. Per NVCA Model Documents, post-money = pre-money + new money raised. Common pitfall: post-money math gets messy with SAFEs — modern post-money SAFEs (the YC 2018+ form, per the Y Combinator SAFE primer) fix dilution at the SAFE's valuation cap regardless of subsequent priced-round pricing, so the board should always reconcile the headline post-money against the fully-diluted cap table.
Percentage of founders' fully-diluted ownership that is given up in the new round, including any pre-close option-pool top-up (the "option pool shuffle" — option-pool expansion taken in the pre-money dilutes existing holders rather than new investors). Common pitfall: founders often quote the "investor dilution" (new money / post-money) and forget the option-pool top-up component. The Carta State of Private Markets quarterly reports publish stage-typical dilution ranges that boards should use as a sanity check.
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