Filing Details

Accession Number:
0000899243-23-018396
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-08-24 21:01:00
Reporting Period:
2023-08-22
Accepted Time:
2023-08-24 21:01:00
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 2023-08-22 10,256 $0.00 29,634 No 4 C Indirect See footnote
Class A Common Stock Disposition 2023-08-22 8,096 $59.03 21,538 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-08-22 2,160 $59.57 19,378 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2023-08-22 2,564 $0.00 2,564 No 4 C Indirect See footnote
Class A Common Stock Disposition 2023-08-22 2,024 $59.03 540 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-08-22 540 $59.57 0 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2023-08-23 10,256 $0.00 29,634 No 4 C Indirect See footnote
Class A Common Stock Disposition 2023-08-23 7,919 $59.47 21,715 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-08-23 2,337 $60.27 19,378 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2023-08-23 2,564 $0.00 2,564 No 4 C Indirect See footnote
Class A Common Stock Disposition 2023-08-23 1,982 $59.47 582 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-08-23 582 $60.27 0 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2023-08-24 10,256 $0.00 29,634 No 4 C Indirect See footnote
Class A Common Stock Disposition 2023-08-24 7,053 $62.78 22,581 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-08-24 1,762 $63.64 20,819 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-08-24 1,441 $64.83 19,378 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2023-08-24 2,564 $0.00 2,564 No 4 C Indirect See footnote
Class A Common Stock Disposition 2023-08-24 1,767 $62.78 797 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-08-24 438 $63.64 359 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-08-24 359 $64.83 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 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
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
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 2023-08-22 10,256 $0.00 10,256 $2.04
Class A Common Stock Class B Common Stock Acquisiton 2023-08-22 10,256 $0.00 10,256 $0.00
Class A Common Stock Class B Common Stock Disposition 2023-08-22 10,256 $0.00 10,256 $0.00
Class A Common Stock Class B Common Stock Disposition 2023-08-22 2,564 $0.00 2,564 $0.00
Class B Common Stock Employee Stock Option (right to buy) Disposition 2023-08-23 10,256 $0.00 10,256 $2.04
Class A Common Stock Class B Common Stock Acquisiton 2023-08-23 10,256 $0.00 10,256 $0.00
Class A Common Stock Class B Common Stock Disposition 2023-08-23 10,256 $0.00 10,256 $0.00
Class A Common Stock Class B Common Stock Disposition 2023-08-23 2,564 $0.00 2,564 $0.00
Class B Common Stock Employee Stock Option (right to buy) Disposition 2023-08-24 10,256 $0.00 10,256 $2.04
Class A Common Stock Class B Common Stock Acquisiton 2023-08-24 10,256 $0.00 10,256 $0.00
Class A Common Stock Class B Common Stock Disposition 2023-08-24 10,256 $0.00 10,256 $0.00
Class A Common Stock Class B Common Stock Disposition 2023-08-24 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
3,743,572 2027-08-07 No 4 M Direct
10,256 No 4 M Direct
0 No 4 C Direct
1,512,180 No 4 C Indirect
3,733,316 2027-08-07 No 4 M Direct
10,256 No 4 M Direct
0 No 4 C Direct
1,509,616 No 4 C Indirect
3,723,060 2027-08-07 No 4 M Direct
10,256 No 4 M Direct
0 No 4 C Direct
1,507,052 No 4 C Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 269,047 Direct
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 $0.00 808,611 808,611 Indirect
Class A Common Stock Class B Common Stock $0.00 1,562,792 1,562,792 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
3,344,810 3,344,810 Indirect
294,275 294,275 Indirect
808,611 808,611 Indirect
1,562,792 1,562,792 Indirect
Footnotes
  1. 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.
  2. 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").
  3. 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.
  4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.43 to $59.42, 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), (5) and (7) through (13) to this Form 4.
  5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.43 to $59.75, inclusive.
  6. 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.
  7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.11 to $60.09, inclusive.
  8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.12 to $60.39, inclusive.
  9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.12 to $60.38, inclusive.
  10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.40 to $63.37, inclusive.
  11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.39 to $63.91, inclusive.
  12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.735 to $64.90, inclusive.
  13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.38 to $63.37, inclusive.
  14. 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.
  15. 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.
  16. The shares are held of record by The SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor.
  17. The shares are held of record by The Sutherland/Zatlyn 2022 Annuity Trust dated May 26, 2022, for which the reporting person serves as co-trustee.
  18. The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee.