Outstanding Stock: The amount of common shares of a corporation which are in the hands of investors. It is equal to the amount of issued shares less treasury stock.
Oversubscription: Occurs when demand for shares exceeds the supply or number of shares offered for sale. As a result, the underwriters or investment bankers must allocate the shares among investors. In private placements, this occurs when a deal is in great demand because of the company's growth prospects.
Oversubscription Privilege: In a rights issue, arrangement by which shareholders are given the right to apply for any shares that are not purchased.
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Paid-in Capital: The amount of committed capital a limited partner has actually tranferred to a venture fund. Also known as the cumulative takedown amount.
Pari Passu: At an equal rate or pace, without preference.
Participating Preferred: A preferred stock in which the holder is entitled to the stated dividend, and also to additional dividends on a specified basis upon payment of dividends to the common stockholders. The preferred stock entitles the owner to receive a predetermined sum of cash （usually the original investment plus accrued dividends） if the company is sold or has an IPO. The common stock represents additional continued ownership in the company.
Participation: Describes a right of a holder of Preferred Stock to enjoy both the rights associated with the Preferred Stock and also participate in any benefit available to Common Stock, without converting to Common Stock. This may occur with Liquidation Preferences, for example, a series of Preferred Stock may have the right to receive its Liquidation Preference and then also share in whatever money is left to be distributed to the holders of Common Stock. Dividends may also be "Participating" where after a holder of Preferred Stock receives its Cumulative Dividend it also receives any dividend paid on the Common Stock.
Partnership: A nontaxable entity in which each partner shares in the profits, loses and liabilities of the partnership. Each partner is responsible for the taxes on its share of profits and loses.
Partnership agreement: The contract that specifies the compensation and conditions governing the relationship between investors （LP's） and the venture capitalists （GP's） for the duration of a private equity fund's life.
Pay to Play : A "Pay to Play" provision is a requirement for an existing investor to participate in a subsequent investment round, especially a Down Round. Where Pay to Play provisions exist, an investor's failure to purchase its pro-rata portion of a subsequent investment round will result in conversion of that investor's Preferred Stock into Common Stock or another less valuable series of Preferred Stock.
Penny Stocks: Low priced issues, often highly speculative, selling at less than $5/share.
Piggyback Registration: A situation when a securities underwriter allows existing holdings of shares in a corporation to be sold in combination with an offering of new public shares.
PIK Debt Securities: （Payment in Kind） PIK Debt are bonds that may pay bondholders compensation in a form other than cash.
PIV: Pooled Investment Vehicle. A legal entity that pools various investor's capital and deploys it according to a specific investment strategy.
Placement Agent: A company that specializes in finding institutional investors that are willing and able to invest in a private equity fund or company issuing securities. Sometimes the "issuer" will hire a placement agent so the fund partners can focus on management issues rather than on raising capital. In the U.S., these companies are regulated by the NASD and SEC.
Plain English Handbook: The Securities and Exchange Commission online version of Plain English Handbook: How to Create Clear SEC Disclosure Documents
Plum: An investment that has a very healthy rate of return. The inverse of an old venture capital adage （see Lemons） claims that "plums ripen later than lemons."
Poison Pill: A right issued by a corporation as a preventative antitakeover measure. It allows rightholders to purchase shares in either their company or in the combined target and bidder entity at a substantial discount, usually 50%. This discount may make the takeover prohibitively expensive.
Pooled IRR: A method of calculating an aggregate IRR by summing cash flows together to create a portfolio cash flow. The IRR is subsequently calculated on this portfolio cash flow.
Portfolio Companies: Companies in which a given fund has invested.
Post-Money Valuation: The valuation of a company immediately after the most recent round of financing. For example, a venture capitalist may invest $3.5 million in a company valued at $2 million "pre-money" （before the investment was made）. As a result, the startup will have a post-money valuation of $5.5 million.
Pre-Money Valuation: The valuation of a company prior to a round of investment. This amount is determined by using various calculation models, such as discounted P/E ratios multiplied by periodic earnings or a multiple times a future cash flow discounted to a present cash value and a comparative analysis to comparable public and private companies.
Preemptive Right: A shareholder's right to acquire an amount of shares in a future offering at current prices per share paid by new investors, whereby his/her percentage ownership remains the same as before the offering.
Preference shares: Shares of a firm that encompass preferential rights over ordinary common shares, such as the first right to dividends and any capital payments.
Preferred Dividend: A dividend ordinarily accruing on preferred shares payable where declared and superior in right of payment to common dividends.
Preferred return （AKA Hurdle Rate）: The minimum return to investors to be achieved before a carry is permitted. A hurdle rate of 10% means that the private equity fund needs to achieve a return of at least 10% per annum before the profits are shared according to the carried interest arrangement.
Preferred Stock: A class of capital stock that may pay dividends at a specified rate and that has priority over common stock in the payment of dividends and the liquidation of assets. Many venture capital investments use preferred stock as their investment vehicle. This preferred stock is convertible into common stock at the time of an IPO.
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，风险投资常用术语英英解释