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Filing Details

Accession Number:: 0001209191-20-031530
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-05-21 20:01:07
Reporting Period:: 2020-05-19

Accepted Time:: 2020-05-21 20:01:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1477333	Cloudflare Inc.	NET	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1237289	D Scott Sandell	1954 Greenspring Drive Suite 600 Timonium MD 21093		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2020-05-19	5,264,785	$0.00	9,324,161	No	4	C	Indirect	See Note 3
Class A Common Stock	Disposition	2020-05-19	5,264,785	$0.00	4,059,376	No	4	J	Indirect	See Note 3
Class A Common Stock	Acquisiton	2020-05-19	1,616,289	$0.00	1,616,289	No	4	J	Indirect	See Note 6
Class A Common Stock	Disposition	2020-05-19	1,616,289	$0.00	0	No	4	J	Indirect	See Note 6
Class A Common Stock	Acquisiton	2020-05-19	349,554	$0.00	349,554	No	4	J	Indirect	See Note 9
Class A Common Stock	Acquisiton	2020-05-19	43,333	$0.00	43,333	No	4	J	Indirect	See Note 11
Class A Common Stock	Disposition	2020-05-20	174,477	$27.21	175,077	No	4	S	Indirect	See Note 9
Class A Common Stock	Disposition	2020-05-20	300	$27.54	174,777	No	4	S	Indirect	See Note 9
Class A Common Stock	Disposition	2020-05-21	170,877	$27.92	3,900	No	4	S	Indirect	See Note 9
Class A Common Stock	Disposition	2020-05-21	3,900	$28.30	0	No	4	S	Indirect	See Note 9

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Note 3
No	4	J	Indirect	See Note 3
No	4	J	Indirect	See Note 6
No	4	J	Indirect	See Note 6
No	4	J	Indirect	See Note 9
No	4	J	Indirect	See Note 11
No	4	S	Indirect	See Note 9
No	4	S	Indirect	See Note 9
No	4	S	Indirect	See Note 9
No	4	S	Indirect	See Note 9

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2020-05-19	5,264,785	$0.00	5,264,785	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
43,323,689			No	4	C	Indirect

Footnotes

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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.