Filing Details

Accession Number:
0000899243-23-018673
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-09-07 20:07:30
Reporting Period:
2023-09-05
Accepted Time:
2023-09-07 20:07:30
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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2023-09-05 52,384 $0.00 63,107 No 4 C Indirect See footnote
Class A Common Stock Disposition 2023-09-05 9,979 $63.64 53,128 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-09-05 33,131 $64.43 19,997 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-09-05 9,274 $65.18 10,723 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2023-09-06 52,384 $0.00 63,107 No 4 C Indirect See footnote
Class A Common Stock Disposition 2023-09-06 31,625 $63.72 31,482 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-09-06 18,359 $64.28 13,123 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-09-06 2,400 $65.14 10,723 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2023-09-07 52,384 $0.00 63,107 No 4 C Indirect See footnote
Class A Common Stock Disposition 2023-09-07 6,500 $61.42 56,607 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-09-07 8,097 $62.15 48,510 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-09-07 22,528 $63.24 25,982 No 4 S Indirect See footnote
Class A Common Stock Disposition 2023-09-07 15,259 $63.82 10,723 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 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
No 4 S Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Class B Common Stock Disposition 2023-09-05 52,384 $0.00 52,384 $0.00
Class A Common Stock Class B Common Stock Disposition 2023-09-06 52,384 $0.00 52,384 $0.00
Class A Common Stock Class B Common Stock Disposition 2023-09-07 52,384 $0.00 52,384 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
12,663,008 No 4 C Indirect
12,610,624 No 4 C Indirect
12,558,240 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 0 0 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 2,478,738 2,478,738 Indirect
Class A Common Stock Class B Common Stock $0.00 4,000,000 4,000,000 Indirect
Class A Common Stock Class B Common Stock $0.00 3,900,000 3,900,000 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
0 0 Indirect
6,928,408 6,928,408 Indirect
1,060,000 1,060,000 Indirect
2,478,738 2,478,738 Indirect
4,000,000 4,000,000 Indirect
3,900,000 3,900,000 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 Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as 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 29, 2022.
  4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.08 to $64.075, 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 (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 $64.08 to $65.07, inclusive.
  6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.08 to $65.37, inclusive.
  7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.04 to $64.035, inclusive.
  8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.04 to $65.03, inclusive.
  9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.04 to $65.26, inclusive.
  10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.70 to $61.69, inclusive.
  11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.70 to $62.68, inclusive.
  12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.70 to $63.69, inclusive.
  13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.70 to $63.97, inclusive.
  14. Of the reported shares, 83,334 vest on September 13, 2023.
  15. Includes 377,772 shares previously reported as held directly 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 "2021 Annuity Trust #2") and 3,534,200 shares previously reported as held directly 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 (the "2022 Annuity Trust") which were re-registered on August 22, 2023 and are now held directly by the Revocable Trust.
  16. Excludes 3,900,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 22, 2023 and are now held directly by The Matthew Prince 2023 Grantor Retained Annuity Trust 2 UA 08/14/2023, for which the reporting person serves as co-trustee and investment advisor (the "2023 Annuity Trust #2").
  17. Excludes 377,772 shares previously reported as held directly by the 2021 Annuity Trust #2 which were re-registered on August 22, 2023 and are now held directly by the Revocable Trust.
  18. The shares are held of record by the 2021 Annuity Trust #2.
  19. 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.
  20. 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.
  21. Excludes 3,534,200 shares previously reported as held directly by the 2022 Annuity Trust which were re-registered on August 22, 2023 and are now held directly by the Revocable Trust.
  22. The shares are held of record by the 2022 Annuity Trust.
  23. The shares are held of record by The Matthew Prince 2023 Grantor Retained Annuity Trust UA 05/22/2023, for which the reporting person serves as co-trustee and investment advisor.
  24. Consists of 3,900,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 22, 2023 and are now held directly by the 2023 Annuity Trust #2.
  25. The shares are held of record by the 2023 Annuity Trust #2.