No, actually. In equity financings, the dilution's in the details. Specifically there are two major ways I've seen pro rata clauses vary: How the percentage of

No, actually. In equity financings, the dilution's in the details. Specifically there are two major ways I've seen pro rata clauses vary: How the percentage of the company an investor owns is calculated, and what shares that percentage is multiplied by to get the number of shares that the holder is entitled to purchase. Basically, most investors will have terms that calculate percentage ownership off of amounts that include available but unissued shares of the employee stock pool, and will be entitled to buy a percentage of the shares directly issued for the equity financing. Y Combinator pro rata rights specifically exclude available stock pool from the calculation for percentage they own, and include shares from convertibles as part of the percentage they get. This is better for them, of course. (And closer to intent in terms of preserving ownership)