Filing Details
- Accession Number:
- 0001104659-24-071391
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-06-13 20:08:10
- Reporting Period:
- 2024-06-11
- Accepted Time:
- 2024-06-13 20:08:10
- 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 | 2024-06-11 | 52,384 | $0.00 | 61,126 | No | 4 | C | Indirect | See footnote |
| Class A Common Stock | Disposition | 2024-06-11 | 17,016 | $71.30 | 44,110 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2024-06-11 | 34,868 | $72.39 | 9,242 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2024-06-11 | 500 | $72.93 | 8,742 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Acquisiton | 2024-06-12 | 52,384 | $0.00 | 61,126 | No | 4 | C | Indirect | See footnote |
| Class A Common Stock | Disposition | 2024-06-12 | 10,360 | $74.31 | 50,766 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2024-06-12 | 37,164 | $75.19 | 13,602 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2024-06-12 | 4,860 | $75.73 | 8,742 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Acquisiton | 2024-06-13 | 52,384 | $0.00 | 61,126 | No | 4 | C | Indirect | See footnote |
| Class A Common Stock | Disposition | 2024-06-13 | 41,608 | $74.22 | 19,518 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2024-06-13 | 7,174 | $75.08 | 12,344 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock | Disposition | 2024-06-13 | 3,602 | $76.08 | 8,742 | 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 |
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 | 2024-06-11 | 52,384 | $0.00 | 52,384 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2024-06-12 | 52,384 | $0.00 | 52,384 | $0.00 |
| Class A Common Stock | Class B Common Stock | Disposition | 2024-06-13 | 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 |
|---|---|---|---|---|---|---|
| 9,213,549 | No | 4 | C | Indirect | ||
| 9,161,165 | No | 4 | C | Indirect | ||
| 9,108,781 | No | 4 | C | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 211,394 | 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 | 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 | 2,054,420 | 2,054,420 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 3,900,000 | 3,900,000 | Indirect | ||
| Class A Common Stock | Class B Common Stock | $0.00 | 4,000,000 | 4,000,000 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 6,928,408 | 6,928,408 | Indirect | |
| 1,060,000 | 1,060,000 | Indirect | |
| 2,478,738 | 2,478,738 | Indirect | |
| 2,054,420 | 2,054,420 | Indirect | |
| 3,900,000 | 3,900,000 | Indirect | |
| 4,000,000 | 4,000,000 | 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 Matthew Prince Revocable Trust dated October 29, 2015, for which the reporting person serves as 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 20, 2023.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.90 to $71.89, 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 (12) 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 $71.90 to $72.885, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.90 to $72.96, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.64 to $74.635, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.64 to $75.625, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.645 to $75.82, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.76 to $74.75, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.77 to $75.76, inclusive.
- The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.77 to $76.41, inclusive.
- Includes 1,945,580 shares previously reported as held directly 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 (the "2023 Annuity Trust") which were re-registered on May 30, 2024 and are now held directly by the Revocable Trust.
- Excludes 4,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 30, 2024 and are now held directly by The Matthew Prince 2024 Grantor Retained Annuity Trust UA 05/20/2024, for which the reporting person serves as co-trustee and investment advisor (the "2024 Annuity Trust").
- 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.
- 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.
- The shares are held of record 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.
- Excludes 1,945,580 shares previously reported as held directly by the 2023 Annuity Trust which were re-registered on May 30, 2024 and are now held directly by the Revocable Trust.
- The shares are held of record by the 2023 Annuity Trust.
- The shares are held of record 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.
- Consists of 4,000,000 shares previously reported as held directly by the Revocable Trust which were re-registered on May 30, 2024 and are now held directly by the 2024 Annuity Trust.
- The shares are held of record by the 2024 Annuity Trust.
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