That's called participation and it's negotiated as part of the raise. Non-participating: at liquidation, an investor chooses. They may either be paid back the

That's called participation and it's negotiated as part of the raise. Non-participating: at liquidation, an investor chooses. They may either be paid back their investment (or more, if they have a multiple), OR they may choose to convert to common and get that percentage. They will, obviously, choose whichever pays them more =P Participating is then also obvious: investors get their money (or negotiated multiple) out, and then get their ownership percentage of the remainder. One thing that happens is companies very eager to raise monster rounds agree to shitty terms on all of the above. It's a lever founders and investors can manipulate to raise bigger rounds. see eg https://medium.com/@CharlesYu/the-ultimate-guide-to-liquidation-preferences-478dda9f9332 https://medium.com/@CharlesYu/the-ultimate-guide-to-liquidat... So your answer: $28m. Because if you agreed to 2x preferences, you're raising on shit terms and the investor probably got participation as well. Generally if you raise on good terms, you can get a 1x non-participating. But it's good to know the details.