Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

NAME OF REPORTING PERSON:

Michelle Zatlyn

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ☐        (b)  ☐

SEC USE ONLY:

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

4,000,000⁽¹⁾⁽²⁾

SHARED VOTING POWER

10,574,974⁽²⁾⁽³⁾

SOLE DISPOSITIVE POWER

4,000,000⁽¹⁾⁽²⁾

SHARED DISPOSITIVE POWER

10,574,974⁽²⁾⁽³⁾

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

14,574,974^(1)(2)(3)

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

14.4%^(2)(4)(5)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

IN

Consists of 4,000,000 shares of Class B common stock subject to options exercisable within 60 days of December 31, 2019. Of the reported shares, 3,750,000 are subject to the Issuers repurchase right as of December 31, 2019.

Each share of Class B common stock is convertible at any time into one share of Class A common stock.

Consists of (i) 8,532,756 shares of Class B common stock held of record by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016 for which the Reporting Person serves as co-trustee; (ii) 1,242,218 shares of Class B common stock held of record by The Sutherland/Zatlyn 2017 Annuity Trust dated December 15, 2017, for which the Reporting Person serves as co-trustee; and (iii) 800,000 shares of Class B common stock held of record by The Sutherland/Zatlyn 2019 Annuity Trust dated February 28, 2019, for which the Reporting Person serves as co-trustee.

Based on the quotient obtained by dividing (a) the aggregate amount beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 86,870,214 shares of Class A common stock outstanding as of November 8, 2019, as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 12, 2019 (the Form 10-Q) and (ii) 14,574,974 shares of Class B common stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B common stock beneficially owned by the Reporting Person as set forth in clause (a) of this footnote are treated as converted into Class A common stock only for the purpose of computing the percentage ownership of the Reporting Person.

Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. There were 213,320,072 shares of Class B common stock outstanding as of November 8, 2019, as reported in the Form 10-Q, including the 10,574,974 shares of Class B common stock beneficially owned by the Reporting Person as set forth in footnote (3) above. The percentage reported does not reflect the ten for one voting power of the Class B common stock because these shares are treated as converted into Class A common stock for the purpose of this report.

(a)   Name of Issuer:

Cloudflare, Inc.

(b)  Address of Issuers Principal Executive Offices:

101 Townsend Street

San Francisco, California 94107

(a)   Names of Person Filing:

Michelle Zatlyn

(b)  Address or principal business office or, if none, residence:

The address for the principal business office of Ms. Zatlyn is:

c/o Cloudflare, Inc.

101 Townsend Street

San Francisco, California 94107

(c)   Citizenship:

United States

(d)  Title and Class of Securities:

Class A common stock, par value $0.001 per share.

(e)   CUSIP No.:

18915M 107

Not applicable.

(a)   Amount beneficially owned: 14,574,974

(b)  Percent of class: 14.4

(c)   Number of shares as to which the person has:

(i) Sole power to direct the vote: 4,000,000⁽¹⁾⁽²⁾

(ii) Shared power to direct the vote: 10,574,974⁽²⁾⁽³⁾

(iii) Sole power to dispose or to direct the disposition of: 4,000,000 ⁽¹⁾⁽²⁾

(iv) Shared power to dispose or to direct the disposition of: 10,574,974 ⁽²⁾⁽³⁾

⁽¹⁾  Consists of 4,000,000 shares of Class B common stock subject to options exercisable within 60 days of December 31, 2019. Of the reported shares, 3,750,000 are subject to the Issuers repurchase right as of December 31, 2019.

⁽²⁾Each share of Class B common stock is convertible at any time into one share of Class A common stock.

⁽³⁾Consists of (i) 8,532,756 shares of Class B common stock held of record by shares are held of record by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016 for which the Reporting Person serves as co-trustee; (ii) 1,242,218 shares of Class B common stock held of record by The Sutherland/Zatlyn 2017 Annuity Trust dated December 15, 2017, for which the Reporting Person serves as co-trustee; and (iii) 800,000 shares of Class B common stock held of record by The Sutherland/Zatlyn 2019 Annuity Trust dated February 28, 2019, for which the Reporting Person serves as co-trustee.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.