Reporting
Review the Rule 701 report
Inspect trailing compensatory sales, modeled Rule 701 ceilings, missing valuations, and disclosure flags in Cap Table.
On this page
Understand what the report checks
In Reports, select Rule 701. This is a US federal securities-law report. Rule 701 applies to eligible compensatory offerings by eligible issuers; passing a numerical check alone does not establish that an offering qualifies.
The SEC describes a sales limit based on the greatest of $1 million, 15% of total assets, or 15% of the outstanding class, with additional disclosure when sales exceed $10 million over twelve months. Read the SEC’s Rule 701 overview and Rule 701 interpretations for eligibility, valuation, timing, and disclosure requirements.
Choose the window and asset assumption
Set Twelve months ending to the date under review. The report uses a rolling window rather than simply adding a calendar year. Set the fiscal year end and the applicable year-end total assets in reporting assumptions if you want the asset-based ceiling included.
With total assets unset, the app skips that ceiling. Its currency warning matters: statutory thresholds are in US dollars, and the app does not convert a company’s non-USD records into dollars for this comparison.
Reconcile the records counted as sales
The app counts option grants at strike, RSUs at the recorded FMV on the grant date, and shares sold to employee and advisor holders at issue price. It excludes founder stock and investor rounds from compensatory sales. Check stakeholder classifications as well as securities.
An RSU without a valuation covering its grant date is counted at zero in the displayed sales price and flagged. That can understate the total. Review the rows, share counts, valuation basis, and historical windows flagged by the report before interpreting the summary.
Use the output for review
Export the selected report to CSV, including its assumptions and window history. Review classification, aggregation, issuer eligibility, and disclosure delivery with the person responsible for the offering. The app does not deliver disclosures or file an exemption notice.
A change to an old grant or valuation can change previous rolling totals. Recheck the affected windows after correcting records and retain the reviewed export.