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Filing Details

Accession Number:: 0000950170-24-017444
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-02-20 20:08:18
Reporting Period:: 2024-02-15

Accepted Time:: 2024-02-20 20:08:18
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	No	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	Disposition	2024-02-15	9,740	$101.22	230,612	No	4	F	Direct
Class A Common Stock	Acquisiton	2024-02-15	221,901	$0.00	260,446	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-15	54,720	$99.99	205,726	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-15	96,446	$100.88	109,280	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-15	39,271	$101.70	70,009	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-15	24,536	$103.33	45,473	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-15	6,928	$104.03	38,545	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2024-02-15	97,714	$0.00	97,714	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-15	13,730	$99.99	83,984	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-15	24,130	$100.88	59,854	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-15	9,775	$101.70	50,079	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-15	6,114	$103.33	43,965	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-15	1,726	$104.03	42,239	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-15	42,239	$0.00	0	No	4	G	Indirect	See footnote
Class A Common Stock	Acquisiton	2024-02-16	126,819	$0.00	165,364	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-16	57,316	$98.46	108,048	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-16	38,638	$99.34	69,410	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-16	12,827	$100.55	56,583	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-16	18,038	$101.13	38,545	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2024-02-16	31,705	$0.00	31,705	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-16	14,375	$98.46	17,330	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-16	9,641	$99.34	7,689	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-16	3,191	$100.55	4,498	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-16	4,498	$101.14	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2024-02-20	20,512	$0.00	59,057	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-20	12,624	$96.02	46,433	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-20	7,888	$96.79	38,545	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2024-02-20	5,128	$0.00	5,128	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-20	3,175	$96.02	1,953	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-02-20	1,953	$96.79	0	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	F	Direct
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
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
No	4	S	Indirect	See footnote
No	4	G	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
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
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

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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	2024-02-15	221,901	$0.00	221,901	$2.04
Class A Common Stock	Class B Common Stock	Acquisiton	2024-02-15	221,901	$0.00	221,901	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-02-15	221,901	$0.00	221,901	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-02-15	97,714	$0.00	97,714	$0.00
Class B Common Stock	Employee Stock Option (right to buy)	Disposition	2024-02-16	126,819	$0.00	126,819	$2.04
Class A Common Stock	Class B Common Stock	Acquisiton	2024-02-16	126,819	$0.00	126,819	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-02-16	126,819	$0.00	126,819	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-02-16	31,705	$0.00	31,705	$0.00
Class B Common Stock	Employee Stock Option (right to buy)	Disposition	2024-02-20	20,512	$0.00	20,512	$2.04
Class A Common Stock	Class B Common Stock	Acquisiton	2024-02-20	20,512	$0.00	20,512	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-02-20	20,512	$0.00	20,512	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-02-20	5,128	$0.00	5,128	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,347,319	2027-08-07	No	4	M	Direct
221,901		No	4	M	Direct
0		No	4	C	Direct
1,370,878		No	4	C	Indirect
3,220,500	2027-08-07	No	4	M	Direct
126,819		No	4	M	Direct
0		No	4	C	Direct
1,339,173		No	4	C	Indirect
3,199,988	2027-08-07	No	4	M	Direct
20,512		No	4	M	Direct
0		No	4	C	Direct
1,334,045		No	4	C	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00	3,081,285	3,081,285	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
Class A Common Stock	Class B Common Stock	$0.00	250,000	250,000	Indirect

Amount	Remaning Holdings	Nature of Ownership
3,081,285	3,081,285	Indirect
294,275	294,275	Indirect
808,611	808,611	Indirect
1,562,792	1,562,792	Indirect
250,000	250,000	Indirect

Footnotes

The shares were withheld to satisfy the reporting person's tax liability in connection with the vesting of restricted stock units, or RSUs.
The 9,478 shares issuable upon vesting and settlement of the RSUs were re-registered and are now held directly by The Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-trustee (the "Revocable Trust").
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 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 $99.43 to $100.42, 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 (6) through (10) and (12) through (17) 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 $100.43 to $101.425, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.43 to $102.29, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.84 to $103.815, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.84 to $104.36, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.86 to $98.85, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.86 to $99.855, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.86 to $100.85, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.86 to $101.665, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.49 to $96.48, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.49 to $97.30, inclusive.
Shares subject to the option are fully vested and immediately exercisable.
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.
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.
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.
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.
The shares are held of record by The Sutherland/Zatlyn 2023 Annuity Trust II dated August 29, 2023, for which the reporting person serves as co-trustee.