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Filing Details

Accession Number:: 0001104659-24-107422
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-10-09 19:48:46
Reporting Period:: 2024-10-07

Accepted Time:: 2024-10-09 19:48:46
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

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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	Acquisiton	2024-10-07	51,280	$0.00	51,280	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-07	34,800	$81.35	16,480	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-07	14,704	$82.05	1,776	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-07	1,776	$82.83	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2024-10-07	12,820	$0.00	32,435	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-07	8,515	$81.34	23,920	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-07	3,865	$82.04	20,055	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-07	440	$82.83	19,615	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2024-10-08	20,512	$0.00	20,512	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-08	7,685	$79.73	12,827	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-08	10,615	$80.77	2,212	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-08	2,212	$81.31	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2024-10-08	5,128	$0.00	24,743	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-08	1,952	$79.73	22,791	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-08	2,638	$80.78	20,153	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-08	538	$81.31	19,615	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2024-10-09	20,512	$0.00	20,512	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-09	9,308	$82.14	11,204	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-09	11,204	$82.99	0	No	4	S	Indirect	See footnote
Class A Common Stock	Acquisiton	2024-10-09	5,128	$0.00	24,743	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-09	2,270	$82.12	22,473	No	4	S	Indirect	See footnote
Class A Common Stock	Disposition	2024-10-09	2,858	$82.99	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	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	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	2024-10-07	51,280	$0.00	51,280	$2.04
Class A Common Stock	Class B Common Stock	Acquisiton	2024-10-07	51,280	$0.00	51,280	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-10-07	51,280	$0.00	51,280	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-10-07	12,820	$0.00	12,820	$0.00
Class B Common Stock	Employee Stock Option (right to buy)	Disposition	2024-10-08	20,512	$0.00	20,512	$2.04
Class A Common Stock	Class B Common Stock	Acquisiton	2024-10-08	20,512	$0.00	20,512	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-10-08	20,512	$0.00	20,512	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-10-08	5,128	$0.00	5,128	$0.00
Class B Common Stock	Employee Stock Option (right to buy)	Disposition	2024-10-09	20,512	$0.00	20,512	$2.04
Class A Common Stock	Class B Common Stock	Acquisiton	2024-10-09	20,512	$0.00	20,512	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-10-09	20,512	$0.00	20,512	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-10-09	5,128	$0.00	5,128	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,758,948	2027-08-07	No	4	M	Direct
51,280		No	4	M	Direct
0		No	4	C	Direct
1,457,788		No	4	C	Indirect
2,738,436	2027-08-07	No	4	M	Direct
20,512		No	4	M	Direct
0		No	4	C	Direct
1,452,660		No	4	C	Indirect
2,717,924	2027-08-07	No	4	M	Direct
20,512		No	4	M	Direct
0		No	4	C	Direct
1,447,532		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

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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	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

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 $80.745 to $81.74, 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 (13) 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 $81.745 to $82.695, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.75 to $83.005, 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 $79.17 to $80.13, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $80.23 to $81.225, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.23 to $81.49, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.62 to $82.59, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.62 to $83.29, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $81.62 to $82.52, 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 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.
The shares are held of record by The Sutherland/Zatlyn 2024 Annuity Trust II dated August 19, 2024, for which the reporting person serves as co-trustee.