Home > Insider Trading > Filing (0001209191-23-045183)

Filing Details

Accession Number:: 0001209191-23-045183
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-08-09 16:33:56
Reporting Period:: 2023-08-07

Accepted Time:: 2023-08-09 16:33:56
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1477333	Cloudflare Inc.	NET	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1237289	D Scott Sandell	1954 Greenspring Drive Suite 600 Timonium MD 21093		Yes	No	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	2023-08-07	1,249,215	$0.00	1,249,215	No	4	C	Indirect	See Note 3
Class A Common Stock	Disposition	2023-08-07	1,249,215	$0.00	0	No	4	J	Indirect	See Note 3
Class A Common Stock	Acquisiton	2023-08-07	383,509	$0.00	383,509	No	4	J	Indirect	See Note 6
Class A Common Stock	Disposition	2023-08-07	383,509	$0.00	0	No	4	J	Indirect	See Note 6
Class A Common Stock	Acquisiton	2023-08-07	10,283	$0.00	242,351	No	4	J	Indirect	See Note 9
Class A Common Stock	Acquisiton	2023-08-07	20,307	$0.00	20,307	No	4	J	Indirect	See Note 11
Class A Common Stock	Disposition	2023-08-08	1,338	$63.81	18,969	No	4	S	Indirect	See Note 11
Class A Common Stock	Disposition	2023-08-08	9,455	$64.54	9,514	No	4	S	Indirect	See Note 11
Class A Common Stock	Disposition	2023-08-08	2,944	$65.30	6,570	No	4	S	Indirect	See Note 11
Class A Common Stock	Disposition	2023-08-08	6,570	$66.57	0	No	4	S	Indirect	See Note 11

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Note 3
No	4	J	Indirect	See Note 3
No	4	J	Indirect	See Note 6
No	4	J	Indirect	See Note 6
No	4	J	Indirect	See Note 9
No	4	J	Indirect	See Note 11
No	4	S	Indirect	See Note 11
No	4	S	Indirect	See Note 11
No	4	S	Indirect	See Note 11
No	4	S	Indirect	See Note 11

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	2023-08-07	1,249,215	$0.00	1,249,215	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	41,000	Indirect	See Note 16
Class A Common Stock	37,000	Indirect	See Note 17
Class A Common Stock	113,000	Indirect	See Note 18
Class A Common Stock	6,325	Direct

Footnotes

New Enterprise Associates 13, L.P. ("NEA 13") converted 1,249,215 shares of Class B Common Stock at its option, pursuant to the Issuer's Amended and Restated Certificate of Incorporation, resulting in its acquisition of 1,249,215 shares of Class A Common Stock.
Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at NEA 13's election and has no expiration date.
The Reporting Person is a manager of NEA 13 GP, LLC ("NEA 13 GP"), which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of NEA 13, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 13 in which the Reporting Person has no pecuniary interest.
NEA 13 made a pro rata distribution of 1,249,215 shares of Class A Common Stock of the Issuer to its general partner and limited partners for no consideration on August 7, 2023.
NEA Partners 13 received 383,509 shares of Class A Common Stock of the Issuer in the distribution made by NEA 13 on August 7, 2023.
The Reporting Person is a manager of NEA 13 GP, which is the sole general partner of NEA Partners 13, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA Partners 13 in which the Reporting Person has no pecuniary interest.
NEA Partners 13 made a pro rata distribution of 383,509 shares of Class A Common Stock of the Issuer to its limited partners for no consideration on August 7, 2023.
The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 10,283 shares of Class A Common Stock of the Issuer in the distribution made by NEA Partners 13 on August 7, 2023.
The Reporting Person is the trustee of the Blue Mountain Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest.
NEA Investment Holdings CF, LLC ("NEA Holdings CF"), the managing member of NEA Investments TC, LLC ("NEA Investments TC"), received 20,307 shares of Class A Common Stock of the Issuer in a distribution by NEA Investments TC on August 7, 2023. NEA Investments TC received the shares in a distribution from its wholly owned subsidiary, New Enterprise Associates, LLC, which shares were received in the distribution by NEA Partners 13 on August 7, 2023.
The Reporting Person is a member of the Board of Directors of NEA Holdings CF, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA Holdings CF in which the Reporting Person has no pecuniary interest.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.67 - $64.00 per share, 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 range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.01 - $65.00 per share, 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 range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.01 - $66.00 per share, 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 range set forth in this footnote.
The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.01 - $67.00 per share, 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 range set forth in this footnote.
The Reporting Person is the trustee of the SS 2022 CF GRAT 2 dated 12/6/2022, which is the direct beneficial owner of the securities.
The Reporting Person is the trustee of the Pendleton 2020 GRAT, which is the direct beneficial owner of the securities.
The Reporting Person is the trustee of the SS 2023 CF GRAT dated 5/16/2023, which is the direct beneficial owner of the securities.