Filing Details
- Accession Number:
- 0000899243-21-048414
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-12-15 19:41:11
- Reporting Period:
- 2021-12-14
- Accepted Time:
- 2021-12-15 19:41:11
- 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 |
|---|---|---|---|---|---|---|---|
| 1786925 | Matthew Prince | C/O Cloudflare, Inc. 101 Townsend Street San Francisco CA 94107 | Ceo & Chair Of The Board | Yes | Yes | Yes | 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 | 2021-12-14 | 52,385 | $0.00 | 52,385 | No | 4 | C | Indirect | See footnote |
| Class A Common Stock | Disposition | 2021-12-14 | 5,269 | $127.91 | 47,116 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2021-12-14 | 4,482 | $128.91 | 42,634 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2021-12-14 | 7,612 | $129.82 | 35,022 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2021-12-14 | 3,967 | $131.06 | 31,055 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2021-12-14 | 8,394 | $131.96 | 22,661 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2021-12-14 | 6,008 | $133.00 | 16,653 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2021-12-14 | 4,059 | $133.99 | 12,594 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2021-12-14 | 3,331 | $134.95 | 9,263 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2021-12-14 | 3,877 | $136.04 | 5,386 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2021-12-14 | 4,786 | $137.08 | 600 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2021-12-14 | 600 | $137.75 | 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 | S | 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 | S | Indirect | See footnote |
| No | 4 | S | Indirect | See footnote |
| No | 4 | S | Indirect | See footnote |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | Disposition | 2021-12-14 | 52,385 | $0.00 | 52,385 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 18,121,041 | No | 4 | C | Indirect |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class B Common Stock | $0.00 | 491,031 | 491,031 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 4,000,000 | 4,000,000 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 4,000,000 | 4,000,000 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 6,569,442 | 6,569,442 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 1,060,000 | 1,060,000 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 491,031 | 491,031 | Indirect | |
| 4,000,000 | 4,000,000 | Indirect | |
| 4,000,000 | 4,000,000 | Indirect | |
| 6,569,442 | 6,569,442 | Indirect | |
| 1,060,000 | 1,060,000 | 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 Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as trustee.
- 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 $127.365 to $128.36, 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 (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 $128.37 to $129.35, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.37 to $130.32, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.455 to $131.45, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $131.47 to $132.45, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $132.475 to $133.46, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.50 to $134.44, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.51 to $135.48, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.54 to $136.535, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.57 to $137.52, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.60 to $137.99, inclusive.
- Of the reported shares, 1,750,000 vest in 21 months beginning on January 13, 2022.
- The shares are held of record by The Matthew Prince 2020 Annuity Trust dated May 20, 2020, for which the reporting person serves as co-trustee and investment advisor.
- The shares are held of record by The Matthew Prince 2021 Grantor Retained Annuity Trust #1 UA 5/25/2021, for which the reporting person serves as co-trustee and investment advisor.
- The shares are held of record by The Matthew Prince 2021 Grantor Retained Annuity Trust #2 UA 8/13/2021, for which the reporting person serves as co-trustee and investment advisor.
- The shares are held of record by The Prince Family Nonexempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
- The shares are held of record by The Prince Family Exempt Irrevocable Trust dated March 29, 2016, for which the reporting person serves as an investment advisor.
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