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Filing Details

Accession Number:: 0001209191-23-010535
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-02-17 16:11:24
Reporting Period:: 2023-02-15

Accepted Time:: 2023-02-17 16:11:24
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
1787168	James Douglas Kramer	C/O Cloudflare, Inc. 1401 K St. Nw Washington DC 20005	General Counsel	No	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
Class A Common Stock	Acquisiton	2023-02-15	11,496	$0.00	67,140	No	4	C	Direct
Class A Common Stock	Disposition	2023-02-15	8,680	$72.40	58,460	No	4	F	Direct
Class A Common Stock	Disposition	2023-02-15	2,380	$68.16	56,080	No	4	S	Direct
Class A Common Stock	Disposition	2023-02-15	1,120	$68.95	54,960	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	F	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 B Common Stock	Employee Stock Option (right to buy)	Disposition	2023-02-15	3,500	$0.00	3,500	$2.04
Class B Common Stock	Restricted Stock Units	Disposition	2023-02-15	6,250	$0.00	6,250	$0.00
Class B Common Stock	Restricted Stock Units	Disposition	2023-02-15	9,375	$0.00	9,375	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2023-02-15	19,125	$0.00	19,125	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2023-02-15	7,629	$72.40	7,629	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2023-02-15	11,496	$0.00	11,496	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
138,500	2027-07-25	No	4	M	Direct
0		No	4	M	Direct
18,750		No	4	M	Direct
149,800		No	4	M	Direct
142,171		No	4	F	Direct
130,675		No	4	C	Direct

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 were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 29, 2021, as modified on August 31, 2022.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.67 to $68.50, 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) and (5) 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 $68.78 to $69.02, inclusive.
The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments following September 13, 2019.
Each RSU represents a contingent right to receive one share of Issuer Class B Common Stock.
The RSUs vest in 16 equal quarterly installments following February 15, 2019.
The RSUs vest in 16 equal quarterly installments following August 15, 2019.