Filing Details
- Accession Number:
- 0000899243-23-011228
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2023-04-12 20:29:38
- Reporting Period:
- 2023-04-10
- Accepted Time:
- 2023-04-12 20:29:38
- 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
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2023-04-10 | 10,272 | $0.00 | 10,272 | No | 4 | C | Indirect | See footnote |
| Class A Common Stock | Disposition | 2023-04-10 | 8,841 | $57.45 | 1,431 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2023-04-10 | 1,431 | $58.34 | 0 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Acquisiton | 2023-04-10 | 2,568 | $0.00 | 2,568 | No | 4 | C | Indirect | See footnote |
| Class A Common Stock | Disposition | 2023-04-10 | 2,211 | $57.45 | 357 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2023-04-10 | 357 | $58.34 | 0 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Acquisiton | 2023-04-11 | 10,256 | $0.00 | 10,256 | No | 4 | C | Indirect | See footnote |
| Class A Common Stock | Disposition | 2023-04-11 | 10,256 | $58.34 | 0 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Acquisiton | 2023-04-11 | 2,564 | $0.00 | 2,564 | No | 4 | C | Indirect | See footnote |
| Class A Common Stock | Disposition | 2023-04-11 | 2,564 | $58.34 | 0 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Acquisiton | 2023-04-12 | 10,256 | $0.00 | 10,256 | No | 4 | C | Indirect | See footnote |
| Class A Common Stock | Disposition | 2023-04-12 | 10,096 | $62.99 | 160 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2023-04-12 | 160 | $63.51 | 0 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Acquisiton | 2023-04-12 | 2,564 | $0.00 | 2,564 | No | 4 | C | Indirect | See footnote |
| Class A Common Stock | Disposition | 2023-04-12 | 2,524 | $62.99 | 40 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2023-04-12 | 40 | $63.51 | 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 | C | 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 | C | 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 | C | 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 B Common Stock | Employee Stock Option (right to buy) | Disposition | 2023-04-10 | 10,272 | $0.00 | 10,272 | $2.04 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2023-04-10 | 10,272 | $0.00 | 10,272 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2023-04-10 | 10,272 | $0.00 | 10,272 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2023-04-10 | 2,568 | $0.00 | 2,568 | $0.00 |
| Class B Common Stock | Employee Stock Option (right to buy) | Disposition | 2023-04-11 | 10,256 | $0.00 | 10,256 | $2.04 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2023-04-11 | 10,256 | $0.00 | 10,256 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2023-04-11 | 10,256 | $0.00 | 10,256 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2023-04-11 | 2,564 | $0.00 | 2,564 | $0.00 |
| Class B Common Stock | Employee Stock Option (right to buy) | Disposition | 2023-04-12 | 10,256 | $0.00 | 10,256 | $2.04 |
| Class A Common Stock | Class B Common Stock | Acquisiton | 2023-04-12 | 10,256 | $0.00 | 10,256 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2023-04-12 | 10,256 | $0.00 | 10,256 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2023-04-12 | 2,564 | $0.00 | 2,564 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 3,866,644 | 2027-08-07 | No | 4 | M | Direct | |
| 10,272 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 1,542,948 | No | 4 | C | Indirect | ||
| 3,856,388 | 2027-08-07 | No | 4 | M | Direct | |
| 10,256 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 1,540,384 | No | 4 | C | Indirect | ||
| 3,846,132 | 2027-08-07 | No | 4 | M | Direct | |
| 10,256 | No | 4 | M | Direct | ||
| 0 | No | 4 | C | Direct | ||
| 1,537,820 | 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 | 3,344,810 | 3,344,810 | Indirect | ||
| 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 | 971,403 | 971,403 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 1,400,000 | 1,400,000 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 3,344,810 | 3,344,810 | Indirect | |
| 294,275 | 294,275 | Indirect | |
| 971,403 | 971,403 | Indirect | |
| 1,400,000 | 1,400,000 | 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 30, 2022.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.12 to $57.93, 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 (8) 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 $58.13 to $58.57, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.87 to $58.63, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.50 to $63.445, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.50 to $63.51, inclusive.
- The shares are held of record by The SZ 2021 Irrevocable Trust dated November 6, 2021, for which the reporting person serves as the appointer.
- 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.
- Upon the conversion of the shares of Class B Common Stock to Class A Common Stock, the shares were re-registered and are now held directly by the Revocable Trust.
- Excludes 1,400,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 26, 2022 and are now held directly by The Sutherland/Zatlyn 2022 Annuity Trust dated May 26, 2022, for which the reporting person serves as co-trustee (the "2022 Annuity Trust").
- Includes 1,028,597 shares previously reported as held directly by The Sutherland/Zatlyn 2021 Annuity Trust dated May 22, 2021, for which the reporting person serves as co-trustee (the "2021 Annuity Trust") which were re-registered on August 9, 2022 and are now held directly by the Revocable Trust.
- 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 2021 Annuity Trust.
- Excludes 1,028,597 shares previously reported as held directly by the 2021 Annuity Trust which were re-registered on August 9, 2022 and are now held directly by the Revocable Trust.
- Includes 1,400,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 26, 2022 and are now held directly by the 2022 Annuity Trust.
Billionaire Hedge Funds
