Filing Details
- Accession Number:
- 0000899243-20-005501
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-02-21 17:34:35
- Reporting Period:
- 2020-02-19
- Accepted Time:
- 2020-02-21 17:34:35
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1477333 | Cloudflare Inc. | NET | Services-Prepackaged Software (7372) | 270805829 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1787168 | James Douglas Kramer | C/O Cloudflare, Inc. 101 Townsend Street San Francisco CA 94107 | General Counsel | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2020-02-19 | 28,439 | $0.00 | 28,439 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2020-02-19 | 14,168 | $17.65 | 14,271 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class B Common Stock | Restricted Stock Units | Disposition | 2020-02-19 | 25,000 | $0.00 | 25,000 | $0.00 |
| Class B Common Stock | Restricted Stock Units | Disposition | 2020-02-19 | 18,750 | $0.00 | 18,750 | $0.00 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2020-02-19 | 43,750 | $0.00 | 43,750 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2020-02-19 | 15,311 | $17.50 | 15,311 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2020-02-19 | 28,439 | $0.00 | 28,439 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 75,000 | No | 4 | M | Direct | ||
| 131,250 | No | 4 | M | Direct | ||
| 478,073 | No | 4 | M | Direct | ||
| 462,762 | No | 4 | F | Direct | ||
| 434,323 | No | 4 | C | Direct |
Footnotes
- 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.
- The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2019.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.495 to $17.97, 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.
- Each restricted stock unit, or RSU, represents a contingent right to receive one share of Issuer Class B Common Stock.
- The RSUs, vest in 16 equal quarterly installments following February 15, 2019. Settlement of vested shares occurred following the expiration of the Issuer's lock-up period on February 19, 2020.
- The RSUs vest in 16 equal quarterly installments following August 15, 2019. Settlement of vested shares occurred following the expiration of the Issuer's lock-up period on February 19, 2020.
- The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of RSUs.
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