Secondary Sale
Definition
Selling shares of private company stock to a third-party buyer outside of a formal tender offer. Secondary sales must typically be approved by the company's board and may be subject to the company's right of first refusal (ROFR). Secondary markets like Forge, EquityZen, and SharesPost facilitate these transactions.
Real-World Example
An early employee of a pre-IPO unicorn wants liquidity. They find a buyer on a secondary marketplace willing to pay $30/share for their common stock. The company board approves the transfer. The employee sells 5,000 shares for $150,000 (minus platform fees and taxes).
Common Mistake
Attempting to sell shares without company approval. Most equity agreements include transfer restrictions and a right of first refusal. Selling without board approval can violate your agreement, invalidate the transfer, or even result in termination. Always get explicit company permission.
Why It Matters
Secondary sales provide an alternative path to liquidity when tender offers are not available. However, secondary market prices often reflect significant discounts to the last fundraising round. Understanding the mechanics and pricing helps you make informed decisions.
Related Terms
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