Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-031530
Date:2020-05-19
Issuer: CLOUDFLARE, INC. (NET)
Original Submission Date:

Reporting Person:

SANDELL SCOTT D
1954 GREENSPRING DRIVE
SUITE 600 TIMONIUM, MD 21093

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2020-05-19 C 5,264,785 a $0.00 9,324,161 indirect f3
CLASS A COMMON STOCK 2020-05-19 J 5,264,785 d $0.00 4,059,376 indirect f3
CLASS A COMMON STOCK 2020-05-19 J 1,616,289 a $0.00 1,616,289 indirect f6
CLASS A COMMON STOCK 2020-05-19 J 1,616,289 d $0.00 0 indirect f6
CLASS A COMMON STOCK 2020-05-19 J 349,554 a $0.00 349,554 indirect f9
CLASS A COMMON STOCK 2020-05-19 J 43,333 a $0.00 43,333 indirect f11
CLASS A COMMON STOCK 2020-05-20 S 174,477 d $27.21 175,077 indirect f9
CLASS A COMMON STOCK 2020-05-20 S 300 d $27.54 174,777 indirect f9
CLASS A COMMON STOCK 2020-05-21 S 170,877 d $27.92 3,900 indirect f9
CLASS A COMMON STOCK 2020-05-21 S 3,900 d $28.30 0 indirect f9
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2020-05-19 deemed execution date C 5,264,785 (d) class a common stock 5,264,785 $0.00 43,323,689 indirect see note 2
Footnotes
IDfootnote
f1 new enterprise associates 13, l.p. ("nea 13") converted 5,264,785 shares of class b common stock at its option, pursuant to the issuer's amended and restated certificate of incorporation, resulting in its acquisition of 5,264,785 shares of class a common stock.
f2 each share of class b common stock is convertible at any time into class a common stock on a one-to-one basis at nea 13's election and has no expiration date.
f3 the reporting person is a director of nea 13 gp, ltd, which is the sole general partner of nea partners 13, l.p. ("nea partners 13"). nea partners 13 is the sole general partner of new enterprise associates 13, l.p. ("nea 13"), which is the direct beneficial owner of the securities. the reporting person disclaims beneficial ownership, within the meaning of section 16 of the securities exchange act of 1934, as amended, or otherwise of such portion of the nea 13 shares in which the reporting person has no pecuniary interest.
f4 nea 13 made a pro rata distribution for no consideration of an aggregate of 5,264,785 shares of class a common stock of the issuer to its general partner and its limited partners on may 19, 2020.
f5 nea partners 13 received 1,616,289 shares of class a common stock of the issuer in the distribution by nea 13 on may 19, 2020.
f6 the reporting person is a director of nea 13 ltd, which is the sole general partner of nea partners 13, the direct beneficial owner of the securities. the reporting person disclaims beneficial ownership, within the meaning of section 16 of the securities exchange act of 1934, as amended, or otherwise of such portion of the nea partners 13 shares in which the reporting person has no pecuniary interest.
f7 nea partners 13 made a pro rata distribution for no consideration of an aggregate of 1,616,289 shares of class a common stock of the issuer to its limited partners on may 19, 2020.
f8 new enterprise associates, llc ("nea llc") received 349,554 shares of class a common stock of the issuer in the distribution by nea partners 13 on may 19, 2020.
f9 the reporting person is a member of the board of directors of nea llc, which is the direct beneficial owner of the shares. the reporting person disclaims beneficial ownership within the meaning of section 16 of the securities exchange act of 1934, as amended, or otherwise of such portion of the shares of the issuer held by nea llc in which the reporting person has no pecuniary interest.
f10 the reporting person, as trustee of the blue mountain trust, dated april 29, 2019 (the "blue mountain trust"), received 43,333 shares of class a common stock of the issuer in the distribution by nea partners 13 on may 19, 2020.
f11 the reporting person is the trustee of the blue mountain trust, which is the direct beneficial owner of the securities. the reporting person disclaims beneficial ownership within the meaning of section 16 of the 1934 act, as amended, of such portion of the shares of class a common stock of the issuer held by the blue mountain trust in which the reporting person has no pecuniary interest.
f12 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $26.540 to $27.535, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (12) to this form 4.
f13 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $27.540 to $27.545, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (13) to this form 4.
f14 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $27.20 to $28.19, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (14) to this form 4.
f15 the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $28.20 to $28.34, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (15) to this form 4.
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