Accession Number: | 0000899243-20-014092 |
Date: | 2020-05-20 |
Issuer: | CLOUDFLARE, INC. (NET) |
Original Submission Date: |
PRINCE MATTHEW
C/O CLOUDFLARE, INC.
101 TOWNSEND STREET
SAN FRANCISCO, CA 94107
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
CLASS A COMMON STOCK | 2020-05-20 | C | 100,000 | a | $0.00 | 100,000 | indirect | f2 | |
CLASS A COMMON STOCK | 2020-05-20 | S | 90,587 | d | $27.15 | 9,413 | indirect | f2 | |
CLASS A COMMON STOCK | 2020-05-20 | S | 9,413 | d | $27.78 | 0 | indirect | f2 | |
CLASS A COMMON STOCK | 2020-05-21 | C | 100,000 | a | $0.00 | 100,000 | indirect | f2 | |
CLASS A COMMON STOCK | 2020-05-21 | S | 98,200 | d | $27.92 | 1,800 | indirect | f2 | |
CLASS A COMMON STOCK | 2020-05-21 | S | 1,800 | d | $28.28 | 0 | indirect | f2 | |
CLASS A COMMON STOCK | 2020-05-22 | C | 100,000 | a | $0.00 | 100,000 | indirect | f2 | |
CLASS A COMMON STOCK | 2020-05-22 | S | 84,800 | d | $28.15 | 15,200 | indirect | f2 | |
CLASS A COMMON STOCK | 2020-05-22 | S | 15,200 | d | $28.62 | 0 | indirect | f2 |
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 Exercisable | Expiration 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 | 2020-05-20 | deemed execution date | C | 100,000 (d) | class a common stock 100,000 | $0.00 | 29,411,741 | indirect | see footnote | ||
CLASS B COMMON STOCK | 0.0 | 2020-05-21 | deemed execution date | C | 100,000 (d) | class a common stock 100,000 | $0.00 | 29,311,741 | indirect | see footnote | ||
CLASS B COMMON STOCK | 0.0 | 2020-05-22 | deemed execution date | C | 100,000 (d) | class a common stock 100,000 | $0.00 | 29,211,741 | indirect | see footnote | ||
CLASS B COMMON STOCK | 0.0 | 2020-05-20 | deemed execution date | 0 ( ) | class a common stock 2,790,544 | $0.00 | 2,790,544 | indirect | see footnote | |||
CLASS B COMMON STOCK | 0.0 | 2020-05-20 | deemed execution date | 0 ( ) | class a common stock 1,274,599 | $0.00 | 1,274,599 | indirect | see footnote | |||
CLASS B COMMON STOCK | 0.0 | 2020-05-20 | deemed execution date | 0 ( ) | class a common stock 3,340,115 | $0.00 | 3,340,115 | indirect | see footnote | |||
CLASS B COMMON STOCK | 0.0 | 2020-05-20 | deemed execution date | 0 ( ) | class a common stock 800,000 | $0.00 | 800,000 | indirect | see footnote |
ID | footnote |
---|---|
f1 | each share of class b common stock is convertible at any time into class a common stock on a one-to-one basis at the reporting person's election and has no expiration date. |
f2 | the shares are held of record by the matthew prince revocable trust dated october 29, 2015, for which the reporting person serves as trustee. |
f3 | the sale reported in this form 4 was effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person on november 28, 2019. |
f4 | the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $26.53 to $27.525, 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 ranges set forth in footnotes (4), (5), (6), (7), (8) and (9) to this form 4. |
f5 | the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $27.53 to $28.00, inclusive. |
f6 | 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 $28.17, inclusive. |
f7 | the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $28.21 to $28.335, inclusive. |
f8 | the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $27.51 to $28.505, inclusive. |
f9 | the price reported in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $28.51 to $28.81, inclusive. |
f10 | of the reported shares, 3,333,334 vest in 40 months beginning on june 13, 2020. |
f11 | the shares are held of record by the prince family nonexempt irrevocable trust dated march 29, 2016, for which the reporting person serves as an investment advisor. |
f12 | the shares are held of record by the matthew prince 2018 annuity trust dated october 26, 2018, for which the reporting person serves as co-trustee and investment advisor. |
f13 | the shares are held of record by the matthew prince 2019 annuity trust dated may 22, 2019, for which the reporting person serves as co-trustee and investment advisor. |
f14 | the shares are held of record by the prince family exempt irrevocable trust dated march 29, 2016, for which the reporting person serves as an investment advisor. |