Baby Shelf Calculator

Enter non-affiliate shares, a price and what the company has already sold under General Instruction I.B.6 in the trailing 12 months. The calculator shows the public float, whether the one-third limit applies, the cap and how much capacity is left.

Inputs

Shares held by non-affiliates

Excludes shares held by officers, directors and controlling holders. Filings usually state this figure.

Price

A last-sale price from within 60 days before the sale.

Closing prices in the 60-day window (optional)

Paste closes from the 60 days before the sale; the highest one is used.

Sold under I.B.6 in the trailing 12 months

Gross proceeds. Prospectus supplements state this on the cover.

Proposed sale (optional)

I.B.6 capacity

Public float

$60,000,000

One-third limit

Applies

Float is $15,000,000 below $75,000,000.

One-third cap

$20,000,000

Public float ÷ 3

Remaining capacity

$8,000,000

Cap minus trailing 12-month I.B.6 sales

Hypothetical illustration of how the contract arithmetic works. It is not a forecast of any company’s share count or price, and it is not investment advice.

How the numbers are calculated

Public float = shares held by non-affiliates × price.
The one-third limit applies when public float is below $75,000,000.
One-third cap = public float ÷ 3.
Remaining capacity = cap − gross proceeds of I.B.6 sales in the 12 calendar months up to and including the sale.

Notes and limits

Which price: Instruction 1 to I.B.6 uses the last sale price (or the average of the bid and asked prices) as of any date within 60 days before the sale. Because any date in that window qualifies, companies commonly use the highest closing price in it. Paste the window’s closing prices to use the highest one.
Instruction 3: if the float reaches $75,000,000 or more after the shelf is effective, the one-third limit stops applying to later sales under it.
Warrants and convertibles sold off the shelf count by the market value of the underlying shares (Instruction 2), which this calculator does not model. Nor does it check the other I.B.6 conditions: an exchange listing, not being a shell company and timely reporting.
Capacity is a limit on one route only. A company at or past its cap can still issue shares through private placements, equity lines registered on an S-1, warrant exercises or convertible notes.

Read the guide

Inputs

Shares held by non-affiliates

Excludes shares held by officers, directors and controlling holders. Filings usually state this figure.

Price

A last-sale price from within 60 days before the sale.

Closing prices in the 60-day window (optional)

Paste closes from the 60 days before the sale; the highest one is used.

Sold under I.B.6 in the trailing 12 months

Gross proceeds. Prospectus supplements state this on the cover.

Proposed sale (optional)

I.B.6 capacity

Public float

$60,000,000

One-third limit

Applies

Float is $15,000,000 below $75,000,000.

One-third cap

$20,000,000

Public float ÷ 3

Remaining capacity

$8,000,000

Cap minus trailing 12-month I.B.6 sales

Hypothetical illustration of how the contract arithmetic works. It is not a forecast of any company’s share count or price, and it is not investment advice.

Notes and limits

Which price: Instruction 1 to I.B.6 uses the last sale price (or the average of the bid and asked prices) as of any date within 60 days before the sale. Because any date in that window qualifies, companies commonly use the highest closing price in it. Paste the window’s closing prices to use the highest one.

Instruction 3: if the float reaches $75,000,000 or more after the shelf is effective, the one-third limit stops applying to later sales under it.

Warrants and convertibles sold off the shelf count by the market value of the underlying shares (Instruction 2), which this calculator does not model. Nor does it check the other I.B.6 conditions: an exchange listing, not being a shell company and timely reporting.

Capacity is a limit on one route only. A company at or past its cap can still issue shares through private placements, equity lines registered on an S-1, warrant exercises or convertible notes.