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
- 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 Sutherland/Zatlyn Revocable Trust dated November 17, 2016, for which the reporting person serves as co-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 27, 2023.
- 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.
- 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.
- 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.
- 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?).
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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").
- 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 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.
- 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.
- 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.
- The shares are held of record by the 2024 Annuity Trust II.
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