Statement of Changes in Beneficial Ownership (4)
March 30 2022 - 5:19PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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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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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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SEIFERT THOMAS J |
2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc.
[
NET
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer |
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(Last)
(First)
(Middle)
C/O CLOUDFLARE, INC., 106 E. 6TH STREET, SUITE 350 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/29/2022 |
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(Street)
AUSTIN, TX 78701
(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 | 3/29/2022 | | C | | 10000 | A | (1) | 96433 | D | |
| Class A Common Stock | 3/29/2022 | | S(2) | | 700 | D | $126.65 (3) | 95733 | D | |
| Class A Common Stock | 3/29/2022 | | S(2) | | 700 | D | $127.5857 (4) | 95033 | D | |
| Class A Common Stock | 3/29/2022 | | S(2) | | 2100 | D | $128.6281 (5) | 92933 | D | |
| Class A Common Stock | 3/29/2022 | | S(2) | | 4000 | D | $129.8077 (6) | 88933 | D | |
| Class A Common Stock | 3/29/2022 | | S(2) | | 2500 | D | $130.4612 (7) | 86433 | D | |
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 |
| Employee Stock Option (right to buy) | $1.95 | 3/29/2022 | | M | | | 10000 | (8) | 6/29/2027 | Class B Common Stock (1) | 10000 | $0.00 | 204058 | D | |
| Class B Common Stock | (1) | 3/29/2022 | | M | | 10000 | | (1) | (1) | Class A Common Stock | 10000 | $0.00 | 268925 | D | |
| Class B Common Stock | (1) | 3/29/2022 | | C | | | 10000 | (1) | (1) | Class A Common Stock | 10000 | $0.00 | 258925 | D | |
| Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 76100 | | 76100 | I | See footnote (9) |
| Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 76100 | | 76100 | I | See footnote (10) |
| Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 76100 | | 76100 | I | See footnote (11) |
| 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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 24, 2021. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.06 to $127.05, 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 (3) through (7) to this Form 4. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.12 to $128.02, inclusive. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.13 to $129.10, inclusive. |
| (6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.15 to $130.13, inclusive. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.16 to $130.98, inclusive. |
| (8) | The option is subject to an early exercise provision and is immediately exercisable. One-fourth of the total shares vested on June 1, 2018 and the remaining shares vest in 36 equal monthly installments thereafter. |
| (9) | The shares are held of record by Center Court 2020 Trust 1 UA 12/11/20, for which the reporting person serves as trustee. |
| (10) | The shares are held of record by Center Court 2020 Trust 2 UA 12/11/20, for which the reporting person serves as trustee. |
| (11) | The shares are held of record by Center Court 2020 Trust 3 UA 12/11/20, for which the reporting person serves as trustee. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SEIFERT THOMAS J
C/O CLOUDFLARE, INC.
106 E. 6TH STREET, SUITE 350
AUSTIN, TX 78701 |
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| Chief Financial Officer |
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Signatures
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| /s/ Lindsey Cochran, by power of attorney | | 3/30/2022 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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