Secondary Marketplace for Startup Employee Equity
This post highlights a significant liquidity challenge for startup founders and employees with vested shares in private companies. While their equity may represent substantial value, it remains illiquid until an IPO or acquisition. The explicit mention of '400k vested shares' and 'I will not promote' suggests a desire for a discreet and efficient way to explore liquidity options. A SaaS opportunity exists for a compliant secondary marketplace that connects sellers of vested private company shares with accredited investors. This platform would need to navigate complex legal hurdles (e.g., right of first refusal, transfer restrictions) and provide tools for valuation, due diligence, and secure transaction facilitation. It addresses the pain point of illiquidity for employees and early investors, offering a structured and potentially discreet channel for private share sales.
Product Form: A secure, web-based online marketplace with integrated legal compliance features, valuation tools, and anonymized listing options. Expected Revenue: Transaction-based fees (e.g., 1-3% of the sale value, potentially split between buyer and seller or paid by the seller). Given the high value of private equity stakes, even a small percentage fee per transaction can generate significant revenue. For example, if the platform facilitates 10 transactions per month, each averaging $250,000 in value, with a 2% fee, this would result in $5,000 per transaction, leading to $50,000 in Monthly Recurring Revenue (MRR). Additionally, there could be premium subscription tiers for institutional investors seeking advanced data or deal flow.
Origin Reddit Post
r/startups
Offer for my 400k vested shares? I will not promote
Posted by u/lasagnamurder•07/22/2025
Was part of the founding team (5 of us) of a startup 6 years ago and my 400k shares have fully vested, have an official certificate in Carta "fully paid and non-assessable shares of Common St
Top Comments
u/SubjectInevitable650
Lets say they were raising $1M pre money for 20% stake, valuing company at $5M pre money
So 5% ownership = $250k worth
If they are able to raise money, that will accelerate growth and valuat
u/Newdles
I can't imagine you need the $3600. If they never offered you then you'd never sell it. Just keep it. He wants to buy it because he's about to raise more money.
u/IntolerantModerate
Unless $3600 is really meaningful to you just let it ride. There are a couple of reasons for our of blue contacts...
- clean up cap table ahead of raise
- try to buy shares back on the chea
u/VonThing
Here’s a thought: Ghost them for just one week.
If you see at least 3 back to back emails or voicemails, those shares are worth **a lot** more than $3.6k.
Speaking from experience gained by
u/redcoatwright
He's basically valuing those shares at 0.009 per share, if he wants them back then that means something good is happening in the company. He is not going to try to get them back "just because
u/totemlight
Right? I’ll pay you 3700 OP lol.
u/VonThing
This this this, so much this.
I know more than fuck-all, but the point about trying to make a co-founder feel indebted (as if you haven’t worked just as much) transcending barriers is so tru
u/darvink
An insider want to buyback shares? Probably an event is coming and they are cleaning up the cap table and/or trying to get more value for themselves.
u/kokkomo
Ill give you 4k for the shares cash
u/Remote_Volume_3609
Right? That means the total valuation would be $72k. If they're trying to raise $500k-2MM then their valuation is somewhere at least north of $2.5MM (likely significantly higher).
u/Kerouwhack
Clearly they are trying to claw-back your shares in order to redistribute them. You live on their cap table and are holding potentially a large share of the company with little to no ROI. If
u/thatwas90sfun
Shares are often underwater or worth nothing in early stages of a company, particularly if the business has debt. Cleaning up the cap table when the company is worth nothing is common. Howeve
u/BZ852
Needs more to answer definitively - chances are they're trying to raise money and the cap table has been identified as an impediment to that raise. If they're unprofitable then it could be ex
u/ateams_founder
Yeah…I would ghost this person. Even if you end up with nothing, you’ll at least get the satisfaction of making life difficult for them for just 3600. That’s worth it in my book.
u/Erloren
Does Carta not show you the value of the shares based on their 409? In any case I wouldn’t sell at the very least till they give you the numbers from their most recent filing. My guess is if
u/cpt_fwiffo
As a shareholder you should have been informed about issuing of new shares etc.
u/SubjectInevitable650
selling piece by piece will only make everyone's life more painful.
Unless your life goal is now revenge - dont focus on inflicting paint on everyone. either sell all or don't sell
u/mmacvicarprett
It is a complicated situation, do you at least an idea of how much it as worth at some point? Did you get shares or options?
Do you know how many shares there are in total? Maybe you can do
u/drteq
Coming from someone who has been in startups more than 30 years, it was pretty common HR procedure to always just offer a small amount to try to reclaim the shares that are 'worthless'. As s
u/R12Labs
Sorry to hear that. I also dealt with a malignant narcissist.
u/ChornWork2
Ask for current cap table, full set of financials and budget. even if you don't know what to do with those, good to have in case you get in a fight down the road.
u/_KittenConfidential_
They want your shares cheap, what % is 400k?
Also ask for the 409a valuation as well as the price per share of the last round.
u/say592
Ill give you $4000 for them. I dont even know what your business does or how viable it is, but I pledge to use them to spite your founder.
u/Prize_Post4857
I don't have time to read through all the comments, so somebody may already have suggested this, but you should look at whatever board consents, Founders agreement, option plan, or share purc
u/Dry_War_747
No. This is laughable. No.
u/Shichroron
Keep the lottery ticket until they open with you
u/lnsignificant
This is the way
u/lasagnamurder
After years of believing we were going somewhere and working evenings/weekends/holidays with promises of raises and late paychecks, I started putting up boundaries. After my first vacation in
u/lasagnamurder
He responded saying based on a 2022 409A the shares are worth $0.0001 each and that the shares haven't diluted I still have 5%. I know he raises money since then so he's hiding something and
u/ever_panda
If an oil company wants to buy your house, there is.....
u/sandefurian
Out of curiosity, what math did you use to get to a 72k valuation?
u/mmacvicarprett
Adding that you should weight in the chance that you might not ever see a dime, even if it turns out succesful as there is zero obligation of providing you with liquidity. Even if you find a
u/Firefight41
I’ll give you $4,000 for the shares 👀
u/R12Labs
What happened?
u/Familiar-Release-452
I wouldn’t accept the deal. They’re trying to clean up their cap table, in preparation for a much bigger deal. Unless you really need the $3600, I’d save it and wait for the possibility of a
u/Important_Expert_806
He wants them which means you have leverage. Something is happening might be another raise but you need to find out what your shares are really worth. Def don’t sell them for that price you w
u/lasagnamurder
Will do thanks! It was around 5% a few years ago but I imagine it's diluted
u/ZattyDatty
If they aren’t providing a valuation based on a recent or upcoming round, assume they’re worth more than they’re offering.
If you don’t need the cash, hold on to those shares. How much ball
u/VonThing
Were you involved in the company/product vision? Do you think you can execute better?
Pull a Lambo vs Ferrari, beat em at their own game.
You currently don't work there right? If it's the s
u/Natertot1
In one of the comments OP mentioned 5% ownership pre dilution.
So assuming they did rough valuation at the CEOs offer of $3,600/.05 = $72,000.
u/xKraazY
when my company got acquired we bought back shares from employees (they left before vesting but we forget to take them back so had to buy it)
u/F1reatwill88
3600 ain't shit. Figure out why he wants them or just hold
u/the-other-marvin
Wait until the next private financing and get carved out secondary at that time, if possible.
u/Obvious-Recording-90
Under no terms should you sell assets to an insider out of the blue.
u/lasagnamurder
Tech yes management no
u/[deleted]
[removed]
u/mars_trader
Do you need $3,600? I would hold onto them to see what the valuation of the company truly is. They are incentivized to low-ball you. If you believe in the tech, well, management and people ca
u/meutubee
was everyone taking vacations too ?
u/Basic_Winter98157
I mean you can sell it to me. Better me than him :D
u/ateams_founder
This seems fishy to me. I wouldn’t take the deal without more info. People that have messed with you previously are likely to do so again. 3600 is not life changing money if the shares go to
u/Ambitious_Car_7118
This smells like a lowball. If the company’s offering to buy back your 400k shares for $3,600 (\~$0.009/share), it likely means one of two things:
1. They’ve priced you out on paper (via a l
u/_KittenConfidential_
Yea, if they're looking for "secondaries" the typical thing is to offer the price per share of the previous round, and typically at a fundraising event. I doubt they want to give you that, bu
u/redcoatwright
If they raised $500k, his 400k shares would be worth $25k, if they raised 2M it would be 100k.
Assume some dilution but yeah it ain't 3.6k
u/Entered_Chat
OP I wouldn’t sell. Hang onto them. As others have mentioned.
u/Gwolf4
I would personally take the risk and not sell. $3600 is not life changing money and you don't seem in urge of needing it. They are either just want to cut any leftover ties with you or someth
u/JohnPorkSon
ill buy them for 5k 🙂
u/xmedex
This should be it... An insider buyback at a low price usually means they expect an upcoming event and want to consolidate value. They're betting he'll take the cash without asking questions.
u/AcceptableWhole7631
Seems like they’ve got something big coming if they want to “clean up” other people’s shares
u/lasagnamurder
He responded saying based on a 2022 409A the shares are worth $0.0001 each and that the shares haven't diluted I still have 5%. I know he raises money since then so he's hiding something and
u/RamsOmelette
OP you have an offer for 3800 from me
u/LongShlongSilvrPants
Been there. There could be lots of different reasons for that offer. This could be because they are fundraising and they have too much dead equity on their cap table and aren’t fundable. Coul
u/lasagnamurder
He responded saying based on a 2022 409A the shares are worth $0.0001 each and that the shares haven't diluted I still have 5%. I know he raises money since then so he's hiding something and
u/lasagnamurder
He responded saying based on a 2022 409A the shares are worth $0.0001 each and that the shares haven't diluted I still have 5%. I know he raises money since then so he's hiding something and
u/KindDoctor4142
If you have 400k fully vested common shares, they can’t force you to sell unless they had specific repurchase rights in the stock agreement, which it doesn’t sound like they do. They’re likel
u/shard_
There would have to be an insane amount of dilution for what was 5% of a company that raised even just $500k to suddenly be worth $3.6k.
u/spgreenwood
That’s not how this stuff works
u/BetterFoodNetwork
> made it seem like they're doing me a favor
yeeeeeeah I wouldn't make a deal. I don't know fuck-all about startup finance but this kinda greasy transcends regional, cultural, and linguis
u/MrJezza-
The fact that they won't share the 409a valuation is a red flag.
If the shares were truly worthless they'd probably just show you the paperwork.
u/uhohthrowawayyyyyy
If someone offered you a stake in this company for 3600 and said it had the chance to provide a lifetime of stability, would you pay up for the gamble? I say keep it, they seem to know someth
u/daniel-imberman
I can't imagine there would be ways of doing #3 without either screwing all of the investors or opening up for a lawsuit?
u/FluffyPancakeLover
$3600? Don’t do it. That’s nothing. Not even 1 month rent for most.
u/NiceMirror
My dad had an offer like that, sold and lost out on 1M a year later when they got bought out.
u/its-iceman
Was in a similar situation but was young and dumb. Lost out on big money by not staying in. Of course it can go to zero, but don’t take their first offer. Hire someone to help.
u/AnUninterestingEvent
I've had this happen to me with a startup I did some work for. We didn't leave on bad terms or anything. I just did some work when they had no money and they gave me equity instead. Eventuall
u/VonThing
Your points are very valid but if they take their IP and start another company, it’s on OP to get his rightful share back, through a very inefficient and painstakingly drawn out legal process
u/[deleted]
[deleted]
u/lasagnamurder
He responded saying based on a 2022 409A the shares are worth $0.0001 each and that the shares haven't diluted I still have 5%. I know he raises money since then so he's hiding something and
u/aliph
409A doesn't really mean anything. Investment valuation is a better gauge, although I usually see a heavy discount to preferred unless the company is a unicorn.
u/lasagnamurder
Copy
u/lasagnamurder
He responded saying based on a 2022 409A the shares are worth $0.0001 each and that the shares haven't diluted I still have 5%. I know he raises money since then so he's hiding something and
u/lasagnamurder
It was around 5% a few years ago but I imagine it's diluted
u/OkBeach2838
I’ll pay you 4.5k for the shares. Aka just hold it and write it off to 0. If any large liquidity event happens hooray. Unless you absolutely need the case I wouldn’t do it
u/lasagnamurder
No the other 4 were very dutiful. Cult like. Sometimes I look at the team page on their website and hope they're free. They're always still there.
u/thatwas90sfun
If it’s only $3,600 - the business is either worth 0 or it’s worth the gamble to keep it. I don’t know your financial situation, but I’d just hang on to it. I’d they get farther down the road
u/VonThing
Stay like a sore thumb in their cap table and throw all kinds of wrenches into their next round plans.
If you need legal representation I can find someone to take your case on spec.
I fucki
u/lasagnamurder
He ripped me off on my last paycheck after I quit, took months to get it. That's why I don't trust this
u/there-you-run
- Toy with him. « Yes interested in a deal! Please share 409, latest P&L, and investor valuation, we can come to a deal! », higher chance he responds and you can later ignore.
- Fain surp
u/_B_Little_me
If it’s worth zero, doubt someone would be offering money to get them back.
u/tristanjones
My old CEO got sued for this. Told an ex early days guy who had left that the company wasn't doing well and bought his stocks before the company was actually poised to 2x every year for sever
u/xmedex
It sounds like they’re lowballing you, possibly hoping you’re unaware of the current value or feel disconnected. The lack of a 409A or FMV is a red flag. If there’s no clawback and you own th
u/samettinho
So the company is worth 72k? (OP mentioned they had 5%).
Asked them to buy half of the company for that price if it is worth only that much.
Those suckers are trying to trick you. You c
u/Kerouwhack
Do you believe in the tech and the current management?
u/lasagnamurder
He responded saying based on a 2022 409A the shares are worth $0.0001 each and that the shares haven't diluted I still have 5%. I know he raises money since then so he's hiding something and
u/lasagnamurder
That's a smart idea. Offer to sell all 400k shares or piece by piece?