Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-20-014092
Date:2020-05-20
Issuer: CLOUDFLARE, INC. (NET)
Original Submission Date:

Reporting Person:

PRINCE MATTHEW
C/O CLOUDFLARE, INC.
101 TOWNSEND STREET SAN FRANCISCO, CA 94107

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 2020-05-20 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
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 2020-05-20 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
Footnotes
IDfootnote
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.
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