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Filing Details

Accession Number:: 0001209191-20-046034
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-08-10 20:58:11
Reporting Period:: 2020-08-07

Accepted Time:: 2020-08-10 20:58:11
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
1235112	J Patrick Kerins	1954 Greenspring Drive Suite 600 Timonium MD 21093		No	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	2020-08-07	19,763,347	$0.00	23,822,723	No	4	C	Indirect	See Note 3
Class A Common Stock	Disposition	2020-08-07	21,059,140	$0.00	2,763,583	No	4	J	Indirect	See Note 3
Class A Common Stock	Acquisiton	2020-08-07	6,465,156	$0.00	6,465,156	No	4	J	Indirect	See Note 6
Class A Common Stock	Disposition	2020-08-07	6,465,156	$0.00	0	No	4	J	Indirect	See Note 6
Class A Common Stock	Acquisiton	2020-08-07	325,517	$0.00	325,517	No	4	J	Direct
Class A Common Stock	Disposition	2020-08-10	13,909	$37.77	311,608	No	4	S	Direct
Class A Common Stock	Disposition	2020-08-10	1,100	$38.91	310,508	No	4	S	Direct

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	Direct
No	4	S	Direct
No	4	S	Direct

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	2020-08-07	19,763,347	$0.00	19,763,347	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
23,560,342			No	4	C	Indirect

Footnotes

New Enterprise Associates 13, L.P. ("NEA 13") converted 19,763,347 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 19,763,347 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 21,059,140 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on August 7, 2020.
NEA Partners 13 received 6,465,156 shares of Class A Common Stock of the Issuer in the distribution by NEA 13 on August 7, 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 6,465,156 shares of Class A Common Stock of the Issuer to its limited partners on August 7, 2020.
The Reporting Person received 325,517 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 13 on August 7, 2020.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.50 to $38.43, 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 (9) 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 $38.50 to $39.00, 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 (10) to this Form 4.