Statement of Changes in Beneficial Ownership (4)
November 29 2021 - 6:52PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Zatlyn Michelle |
2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc.
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NET
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and COO |
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(Last)
(First)
(Middle)
C/O CLOUDFLARE, INC., 101 TOWNSEND STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/24/2021 |
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(Street)
SAN FRANCISCO, CA 94107
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 11/24/2021 | | C | | 27775 | A | (1) | 27775 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 609 | D | $181.1058 (4) | 27166 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 1273 | D | $181.9293 (5) | 25893 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 797 | D | $183.2966 (6) | 25096 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 270 | D | $183.7505 (7) | 24826 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 252 | D | $185.5592 (8) | 24574 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 413 | D | $186.5337 (9) | 24161 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 502 | D | $187.418 (10) | 23659 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 1584 | D | $189.2287 (11) | 22075 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 742 | D | $190.1553 (12) | 21333 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 450 | D | $191.5792 (13) | 20883 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 2598 | D | $192.3701 (14) | 18285 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 3944 | D | $193.7909 (15) | 14341 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 4360 | D | $194.742 (16) | 9981 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 3945 | D | $195.6946 (17) | 6036 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 3973 | D | $196.7085 (18) | 2063 | I | See footnote (2) |
| Class A Common Stock | 11/24/2021 | | S(3) | | 2063 | D | $197.6259 (19) | 0 | I | See footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B Common Stock | (1) | 11/24/2021 | | C | | | 27775 | (1) | (1) | Class A Common Stock | 27775 | $0.00 | 3966188 | I | See footnote (2) |
| Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 1648501 | | 1648501 | I | See footnote (20) |
| Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 294275 | | 294275 | I | See footnote (21) |
| Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 2000000 | | 2000000 | I | See footnote (22) |
| Explanation of Responses: |
| (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. |
| (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 11, 2020. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.58 to $181.57, 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 (19) 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 $181.62 to $182.61, inclusive. |
| (6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.66 to $183.60, inclusive. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $183.67 to $183.81, inclusive. |
| (8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.015 to $185.88, inclusive. |
| (9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.11 to $187.08, inclusive. |
| (10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.16 to $187.78, inclusive. |
| (11) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.77 to $189.70, inclusive. |
| (12) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.80 to $190.77, inclusive. |
| (13) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.84 to $191.83, inclusive. |
| (14) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.88 to $192.85, inclusive. |
| (15) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.20 to $194.19, inclusive. |
| (16) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.21 to $195.20, inclusive. |
| (17) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.21 to $196.16, inclusive. |
| (18) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.21 to $197.11, inclusive. |
| (19) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $197.21 to $197.99, inclusive. |
| (20) | The shares are held of record by The Sutherland/Zatlyn Irrevocable Remainder Trust dated December 15, 2017, for which the reporting person serves as co-trustee. |
| (21) | The shares are held of record by SZ 2020 Irrevocable Trust dated November 25, 2020, for which the reporting person serves as an investment advisor. |
| (22) | The shares are held of record by The Sutherland/Zatlyn 2021 Annuity Trust dated May 22, 2021, for which the reporting person serves as co-trustee. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Zatlyn Michelle
C/O CLOUDFLARE, INC.
101 TOWNSEND STREET
SAN FRANCISCO, CA 94107 | X |
| President and COO |
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Signatures
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| /s/ Lindsey Cochran, by power of attorney | | 11/29/2021 |
| **Signature of Reporting Person | Date |
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