Filing Details

Accession Number:
0001104659-24-097885
Form Type:
4
Zero Holdings:
No
Publication Time:
2024-09-06 21:03:53
Reporting Period:
2024-09-04
Accepted Time:
2024-09-06 21:03:53
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 2024-09-04 52,384 $0.00 63,145 No 4 C Indirect See footnote
Class A Common Stock Disposition 2024-09-04 10,065 $77.30 53,080 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-09-04 31,179 $77.96 21,901 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-09-04 10,937 $79.02 10,964 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-09-04 203 $79.59 10,761 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2024-09-05 52,384 $0.00 63,145 No 4 C Indirect See footnote
Class A Common Stock Disposition 2024-09-05 6,396 $77.87 56,749 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-09-05 45,175 $78.58 11,574 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-09-05 813 $79.25 10,761 No 4 S Indirect See footnote
Class A Common Stock Acquisiton 2024-09-06 52,384 $0.00 63,145 No 4 C Indirect See footnote
Class A Common Stock Disposition 2024-09-06 41,211 $76.22 21,934 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-09-06 5,338 $76.99 16,596 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-09-06 5,199 $78.39 11,397 No 4 S Indirect See footnote
Class A Common Stock Disposition 2024-09-06 636 $79.01 10,761 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 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 2024-09-04 52,384 $0.00 52,384 $0.00
Class A Common Stock Class B Common Stock Disposition 2024-09-05 52,384 $0.00 52,384 $0.00
Class A Common Stock Class B Common Stock Disposition 2024-09-06 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
8,750,835 No 4 C Indirect
8,698,451 No 4 C Indirect
8,646,067 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 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 0 0 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 2,374,621 2,374,621 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 4,004,117 4,004,117 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
6,928,408 6,928,408 Indirect
1,060,000 1,060,000 Indirect
0 0 Indirect
2,054,420 2,054,420 Indirect
2,374,621 2,374,621 Indirect
4,000,000 4,000,000 Indirect
4,004,117 4,004,117 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 20, 2023.
  4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.56 to $77.555, 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 (14) 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 $77.56 to $78.555, inclusive.
  6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.58 to $79.53, inclusive.
  7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.58 to $79.60, inclusive.
  8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.15 to $78.14, inclusive.
  9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.15 to $79.145, inclusive.
  10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $79.175 to $79.29, inclusive.
  11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.72 to $76.695, inclusive.
  12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.73 to $77.43, inclusive.
  13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.83 to $78.795, inclusive.
  14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.85 to $79.065, inclusive.
  15. Includes 2,478,738 shares previously reported as held directly by The Matthew Prince 2022 Grantor Retained Annuity Trust UA 08/12/2022, for which the reporting person serves as co-trustee and investment advisor (the "2022 Annuity Trust") and 1,525,379 shares previously reported as 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") which were re-registered on August 23, 2024 and are now held directly by the Revocable Trust.
  16. Excludes 4,004,117 shares previously reported as held directly by the Revocable Trust which were re-registered on August 23, 2024 and are now held directly by The Matthew Prince 2024 Grantor Retained Annuity Trust 2 UA 08/20/2024, for which the reporting person serves as co-trustee and investment advisor (the "2024 Annuity Trust #2").
  17. 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.
  18. 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.
  19. Excludes 2,478,738 shares previously reported as held directly by the 2022 Annuity Trust which were re-registered on August 23, 2024 and are now held directly by the Revocable Trust.
  20. The shares are held of record by the 2022 Annuity Trust.
  21. 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.
  22. Excludes 1,525,379 shares previously reported as held directly by the 2023 Annuity Trust #2 which were re-registered on August 23, 2024 and are now held directly by the Revocable Trust.
  23. The shares are held of record by the 2023 Annuity Trust #2.
  24. The shares are held of record 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.
  25. Consists of 4,004,117 shares previously reported as held directly by the Revocable Trust which were re-registered on August 23, 2024 and are now held directly by the 2024 Annuity Trust #2.
  26. The shares are held of record by the 2024 Annuity Trust #2.