What customization options are available?

The Seller Model tab is where customizations can be made. Any cell with a grey background is an input that can be changed.

Section	Inputs	Description
Transaction Inputs	Price	The per share price for the transaction. Changing this number will change the notional transactable amount for each participant and the total transaction.
Relationship Level Customization	Custom Relationship	The report defaults to the relationships used in Carta, however; if there is a new grouping specific to the transaction (for example C-Suite Executives, Affiliates, Service Providers), please use the three Custom Relationship line items. This will not change the relationship entered in Carta.
Relationship Level Customization	Max Participation %	Percentage of equity eligible to transact, assigned at first by relationship (this is later customizable on a stakeholder level). Setting to 0% will mark all stakeholders with that relationship as ineligible.
Sell Max Calculation Method	Sell Max Calculation Method	This will be the total to which the max participation % will be applied. Three options are available: Eligible and Vested Total Outstanding Total Vested Outstanding For clarity, whichever field is selected will be highlighted in green in the Stakeholder Level Customization table. The default setting is Eligible and Vested.
Eligibility Parameters	Certificate Type / Share Class Name / Option Type	Used to determine the equity classes that are eligible to transact. Mark the share classes / option types TRUE to make them eligible.
Stakeholder Level Configuration	Relationship	Defaults to relationship in Carta but can be overwritten for the purpose of the transaction. For example, if a stakeholder is marked as Consultant but should be treated as an Employee for the tender offer, use the dropdown to edit the relationship. This will not change the relationship entered in Carta.
Stakeholder Level Configuration	Eligible / Excluded	Any stakeholder that has eligible shares will be marked as Eligible, this can be overwritten to Excluded to remove a specific stakeholder.
Stakeholder Level Configuration	Side	Default set to Seller, but can be switched if the buyer of the transaction is already on the cap table.
Stakeholder Level Configuration	Max Participation %	Starts as the relationship level percentage previously established, but can be overwritten for a specific stakeholder.
Stakeholder Level Configuration	Sell Maximum (Shares)	Calculated as Max Participation % * each participant’s quantity from the Sell Max Calculation. Regardless of the Sell Max Calculation selection, no participant can sell more than their Eligible and Vested amount. E.g. Jane Doe was awarded a grant of 100 options, 50 of which have vested. She also holds 25 preferred shares, all have vested. Only Common + Options are eligible to transact, and Max Participation is 50%. Jane’s quantities would be: Eligible and Vested = 50 Total Outstanding = 125 Total Vested Outstanding = 75 Below would be the Sell Max calculations for each option: Eligible and Vested = 25 (50% 50) Total Outstanding* = 50. (50%125 would be 62 shares, but Jane only has 50 eligible and vested) Total Vested Outstanding* = 37 (50%75) This value can be overwritten to any desired share amount so long as it does not exceed the Eligible and Vested* amount.
Stakeholder Level Configuration	AON (All or Nothing)	This is typically used as a cap table cleanup mechanism for inactive stakeholders with smaller positions. If marked True the participant will have a Sell Minimum and Sell Maximum equal to their entire eligible and vested position. Meaning if they sell in the transaction they have to sell all of their shares.
Stakeholder Level Configuration	Sell Minimum	Automatically sets to the total Eligible and Vested quantity if AON is set to TRUE, but can be manually overwritten to any share amount.
Stakeholder Level Configuration	Sell Maximum (Notional)	Defaults to Sell Maximum (Shares) * price per share. Can be overwritten to a set dollar amount, which will in turn change the Sell Maximum (Shares) column to be Sell Maximum (Notional) / price per share.

Exporting the Tender Offer Seller Model Report