Filing Details

Accession Number:
0001104659-24-092089
Form Type:
4
Zero Holdings:
No
Publication Time:
2024-08-22 19:23:52
Reporting Period:
2024-08-20
Accepted Time:
2024-08-22 19:23:52
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 2024-08-20 20,512 $0.00 29,989 No 4 C Indirect See footnote
Class A Common Stock Disposition 2024-08-20 10,013 $82.81 19,976 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-08-20 11,554 $83.87 8,422 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-08-20 8,422 $84.49 0 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2024-08-20 5,128 $0.00 24,743 No 4 C Indirect See footnote
Class A Common Stock Disposition 2024-08-20 1,920 $83.51 22,823 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-08-20 3,208 $84.36 19,615 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2024-08-21 20,512 $0.00 20,512 No 4 C Indirect See footnote
Class A Common Stock Disposition 2024-08-21 20,512 $81.74 0 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2024-08-21 5,128 $0.00 24,743 No 4 C Indirect See footnote
Class A Common Stock Disposition 2024-08-21 5,128 $81.74 19,615 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2024-08-22 20,512 $0.00 20,512 No 4 C Indirect See footnote
Class A Common Stock Disposition 2024-08-22 18,071 $81.85 2,441 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-08-22 2,441 $82.37 0 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2024-08-22 5,128 $0.00 24,743 No 4 C Indirect See footnote
Class A Common Stock Disposition 2024-08-22 4,529 $81.85 20,214 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-08-22 599 $82.37 19,615 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 C Indirect See footnote
No 4 S Indirect See footnote
No 4 C 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
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class B Common Stock Employee Stock Option (right to buy) Disposition 2024-08-20 20,512 $0.00 20,512 $2.04
Class A Common Stock Class B Common Stock Acquisiton 2024-08-20 20,512 $0.00 20,512 $0.00
Class A Common Stock Class B Common Stock Disposition 2024-08-20 20,512 $0.00 20,512 $0.00
Class A Common Stock Class B Common Stock Disposition 2024-08-20 5,128 $0.00 5,128 $0.00
Class B Common Stock Employee Stock Option (right to buy) Disposition 2024-08-21 20,512 $0.00 20,512 $2.04
Class A Common Stock Class B Common Stock Acquisiton 2024-08-21 20,512 $0.00 20,512 $0.00
Class A Common Stock Class B Common Stock Disposition 2024-08-21 20,512 $0.00 20,512 $0.00
Class A Common Stock Class B Common Stock Disposition 2024-08-21 5,128 $0.00 5,128 $0.00
Class B Common Stock Employee Stock Option (right to buy) Disposition 2024-08-22 20,512 $0.00 20,512 $2.04
Class A Common Stock Class B Common Stock Acquisiton 2024-08-22 20,512 $0.00 20,512 $0.00
Class A Common Stock Class B Common Stock Disposition 2024-08-22 20,512 $0.00 20,512 $0.00
Class A Common Stock Class B Common Stock Disposition 2024-08-22 5,128 $0.00 5,128 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
2,882,020 2027-08-07 No 4 M Direct
20,512 No 4 M Direct
0 No 4 C Direct
1,488,556 No 4 C Indirect
2,861,508 2027-08-07 No 4 M Direct
20,512 No 4 M Direct
0 No 4 C Direct
1,483,428 No 4 C Indirect
2,840,996 2027-08-07 No 4 M Direct
20,512 No 4 M Direct
0 No 4 C Direct
1,478,300 No 4 C Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 192,177 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 1,881,285 1,881,285 Indirect
Class A Common Stock Class B Common Stock $0.00 294,275 294,275 Indirect
Class A Common Stock Class B Common Stock $0.00 948,175 948,175 Indirect
Class A Common Stock Class B Common Stock $0.00 250,000 250,000 Indirect
Class A Common Stock Class B Common Stock $0.00 1,189,225 1,189,225 Indirect
Class A Common Stock Class B Common Stock $0.00 1,200,000 1,200,000 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
1,881,285 1,881,285 Indirect
294,275 294,275 Indirect
948,175 948,175 Indirect
250,000 250,000 Indirect
1,189,225 1,189,225 Indirect
1,200,000 1,200,000 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 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 27, 2023.
  4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.27 to $83.26, 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 (6) and (8) through (12) 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 $83.27 to $84.26, inclusive.
  6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.27 to $84.80, inclusive.
  7. 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 ?SZ 2021 Irrevocable Trust?).
  8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.96 to $83.95, inclusive.
  9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $83.985 to $84.80, inclusive.
  10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.30 to $82.175, inclusive.
  11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.28 to $82.27, inclusive.
  12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.28 to $82.495, inclusive.
  13. Shares subject to the option are fully vested and immediately exercisable.
  14. 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.
  15. Excludes 1,200,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 19, 2024 and are now held of record by The Sutherland/Zatlyn 2024 Annuity Trust II dated August 19, 2024, for which the reporting person serves as co-trustee (the "2024 Annuity Trust II").
  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 2023 Annuity Trust dated May 24, 2023, for which the reporting person serves as co-trustee.
  18. 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.
  19. The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust dated May 29, 2024, for which the reporting person serves as co-trustee.
  20. Consists of 1,200,000 shares previously reported as held directly by the Revocable Trust which were re-registered on August 19, 2024 and are now held directly by the 2024 Annuity Trust II.
  21. The shares are held of record by the 2024 Annuity Trust II.