Statement of Changes in Beneficial Ownership (4)
April 14 2022 - 4:06PM
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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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.
[
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)
4/12/2022 |
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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 | 4/12/2022 | | C | | 10257 | A | (1) | 10257 | I | See footnote (2) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 2024 | D | $113.1977 (4) | 8233 | I | See footnote (2) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 1844 | D | $113.8709 (5) | 6389 | I | See footnote (2) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 2309 | D | $115.0683 (6) | 4080 | I | See footnote (2) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 2160 | D | $116.0346 (7) | 1920 | I | See footnote (2) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 1280 | D | $117.0986 (8) | 640 | I | See footnote (2) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 480 | D | $118.4638 (9) | 160 | I | See footnote (2) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 160 | D | $119.028 (10) | 0 | I | See footnote (2) |
| Class A Common Stock | 4/12/2022 | | C | | 2564 | A | (1) | 2564 | I | See footnote (11) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 505 | D | $113.1954 (4) | 2059 | I | See footnote (11) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 461 | D | $113.8696 (5) | 1598 | I | See footnote (11) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 578 | D | $115.0695 (6) | 1020 | I | See footnote (11) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 540 | D | $116.033 (7) | 480 | I | See footnote (11) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 320 | D | $117.0993 (8) | 160 | I | See footnote (11) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 120 | D | $118.4638 (9) | 40 | I | See footnote (11) |
| Class A Common Stock | 4/12/2022 | | S(3) | | 40 | D | $119.028 (10) | 0 | I | See footnote (11) |
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) | $2.04 | 4/12/2022 | | M | | | 10257 | (12) | 8/7/2027 | Class B Common Stock | 10257 | $0.00 | 3948715 | D | |
| Class B Common Stock | (1) | 4/12/2022 | | M | | 10257 | | (1) | (1) | Class A Common Stock | 10257 | $0.00 | 10257 | D | |
| Class B Common Stock | (1) | 4/12/2022 | | C | | | 10257 | (1) | (1) | Class A Common Stock | 10257 | $0.00 | 0 | D (13) | |
| Class B Common Stock | (1) | 4/12/2022 | | C | | | 2564 | (1) | (1) | Class A Common Stock | 2564 | $0.00 | 1563464 | I | See footnote (11) |
| Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 3716213 | | 3716213 | I | See footnote (2) |
| Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 294275 | | 294275 | I | See footnote (14) |
| Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 2000000 | | 2000000 | I | See footnote (15) |
| 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 (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 29, 2021. |
| (4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $112.615 to $113.58, 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 (10) 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 $113.62 to $114.49, inclusive. |
| (6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $114.65 to $115.64, inclusive. |
| (7) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $115.71 to $116.47, inclusive. |
| (8) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $116.725 to $117.50, inclusive |
| (9) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.8975 to $118.84, inclusive. |
| (10) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.99 to $119.07, inclusive. |
| (11) | 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. |
| (12) | The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments following September 13, 2019. |
| (13) | 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. |
| (14) | 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. |
| (15) | 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 | | 4/14/2022 |
| **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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