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Filing Details

Accession Number:: 0000899243-21-034464
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-08-27 21:12:09
Reporting Period:: 2021-08-25

Accepted Time:: 2021-08-27 21:12:09
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
1786951	Michelle Zatlyn	C/O Cloudflare, Inc. 101 Townsend Street San Francisco CA 94107	President And Coo	Yes	Yes	No	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	2021-08-25	27,775	$0.00	27,775	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-25	18,303	$123.35	9,472	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-25	8,222	$124.33	1,250	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-25	1,250	$125.10	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-08-25	5,555	$0.00	5,555	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-25	3,662	$123.35	1,893	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-25	1,643	$124.33	250	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-25	250	$125.10	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-08-26	27,775	$0.00	27,775	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-26	9,713	$121.31	18,062	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-26	9,505	$122.41	8,557	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-26	8,474	$123.19	83	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-26	83	$123.94	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-08-26	5,555	$0.00	5,555	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-26	1,932	$121.30	3,623	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-26	1,898	$122.40	1,725	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-26	1,708	$123.19	17	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-26	17	$123.94	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-08-27	36,875	$0.00	36,875	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-27	9,100	$0.00	27,775	No	5	G	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-27	2,846	$122.09	24,929	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-27	6,840	$123.17	18,089	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-27	17,585	$124.04	504	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-27	504	$124.67	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2021-08-27	5,555	$0.00	5,555	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-27	579	$122.09	4,976	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-27	1,352	$123.18	3,624	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-27	3,528	$124.04	96	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2021-08-27	96	$124.67	0	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	C	Indirect	See footnote
No	5	G	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote

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	2021-08-25	27,775	$0.00	27,775	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-08-25	5,555	$0.00	5,555	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-08-26	27,775	$0.00	27,775	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-08-26	5,555	$0.00	5,555	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-08-27	36,875	$0.00	36,875	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-08-27	5,555	$0.00	5,555	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,280,813	No	4	C	Indirect
1,709,606	No	4	C	Indirect
4,253,038	No	4	C	Indirect
1,704,051	No	4	C	Indirect
4,216,163	No	4	C	Indirect
1,698,496	No	4	C	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00			294,275	294,275	Indirect
Class A Common Stock	Class B Common Stock	$0.00			2,000,000	2,000,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	294,275	294,275	Indirect
	2,000,000	2,000,000	Indirect

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 shares are held of record by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust").
The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2020.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.90 to $123.89, 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) through (7), (9) through (11) and (13) through (16) 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 $123.91 to $124.90, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.91 to $125.27, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.84 to $121.835, inclusive.
The shares are held of record by The Sutherland/Zatlyn Irrevocable Remainder Trust dated December 15, 2017, for which the reporting person serves as co-trustee.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.85 to $122.84, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.85 to $123.83, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.93 to $124.09, inclusive.
The reported transaction represents a conversion of Class B Common Stock to Class A Common Stock on a one-to-one basis, followed by a gift of such shares of Class A Common Stock to a donor-advised fund. The remaining shares of Class B Common Stock and Class A Common Stock held by the Revocable Trust following such gift remain subject to the lock-up agreement with the representatives of the initial purchasers of the Company's 0% Convertible Senior Notes due 2026, issued on August 13, 2021.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.50 to $122.47, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $122.54 to $123.535, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $123.54 to $124.53, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.55 to $124.84, inclusive.
The shares are held of record by SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor.
The shares are held of record by The Sutherland/Zatlyn 2021 Annuity Trust dated May 22, 2021, for which the reporting person serves as co-trustee.