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Filing Details

Accession Number:: 0000899243-23-005185
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-02-15 21:07:55
Reporting Period:: 2023-02-13

Accepted Time:: 2023-02-15 21:07:55
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. 405 Comal Street Austin TX 78702	Ceo & Chair Of The Board	Yes	Yes	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	2023-02-13	52,384	$0.00	52,384	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-13	3,376	$59.02	49,008	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-13	6,300	$59.88	42,708	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-13	3,202	$60.93	39,506	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-13	3,800	$61.92	35,706	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-13	17,159	$63.05	18,547	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-13	18,547	$63.65	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2023-02-14	52,384	$0.00	52,384	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-14	700	$63.25	51,684	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-14	2,098	$64.37	49,586	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-14	8,982	$65.32	40,604	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-14	17,028	$66.31	23,576	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-14	14,076	$67.20	9,500	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-14	7,900	$68.19	1,600	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-14	1,600	$68.86	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2023-02-15	52,384	$0.00	52,384	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-15	3,900	$68.17	48,484	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-15	6,300	$68.99	42,184	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-15	14,273	$70.05	27,911	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-15	15,065	$71.19	12,846	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2023-02-15	12,846	$71.85	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	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	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

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	2023-02-13	52,384	$0.00	52,384	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2023-02-14	52,384	$0.00	52,384	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2023-02-15	52,384	$0.00	52,384	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
15,999,029	No	4	C	Indirect
15,946,645	No	4	C	Indirect
15,894,261	No	4	C	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00	1,741,355	1,741,355	Indirect
Class A Common Stock	Class B Common Stock	$0.00	377,772	377,772	Indirect
Class A Common Stock	Class B Common Stock	$0.00	6,928,408	6,928,408	Indirect
Class A Common Stock	Class B Common Stock	$0.00	1,060,000	1,060,000	Indirect
Class A Common Stock	Class B Common Stock	$0.00	6,012,938	6,012,938	Indirect

Amount	Remaning Holdings	Nature of Ownership
1,741,355	1,741,355	Indirect
377,772	377,772	Indirect
6,928,408	6,928,408	Indirect
1,060,000	1,060,000	Indirect
6,012,938	6,012,938	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 30, 2021, as modified on November 29, 2022.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.385 to $59.38, 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 21 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 $59.39 to $60.35, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.43 to $61.39, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.43 to $62.415, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.43 to $63.425, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.43 to $64.01, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.78 to $63.735, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.78 to $64.75, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.78 to $65.775, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.78 to $66.77, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.78 to $67.77, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.78 to $68.74, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.78 to $68.915, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.525 to $68.51, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.56 to $69.55, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.565 to $70.54, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.565 to $71.56, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.57 to $72.265, inclusive.
Of the reported shares, 666,667 vest in eight months beginning on February 13, 2023.
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.
The shares are held of record by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 8/12/2022, for which the reporting person serves as co-trustee and investment advisor.