SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zatlyn Michelle

(Last)

(First)

(Middle)

C/O CLOUDFLARE, INC.

101 TOWNSEND STREET

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cloudflare, Inc. [ NET ]

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

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/17/2024		C		10,256	A	⁽¹⁾	39,323	I	See footnote⁽²⁾
Class A Common Stock	01/17/2024		S⁽³⁾		6,972	D	$75.9069⁽⁴⁾	32,351	I	See footnote⁽²⁾
Class A Common Stock	01/17/2024		S⁽³⁾		3,284	D	$76.6757⁽⁵⁾	29,067	I	See footnote⁽²⁾
Class A Common Stock	01/17/2024		C		2,564	A	⁽¹⁾	2,564	I	See footnote⁽⁶⁾
Class A Common Stock	01/17/2024		S⁽³⁾		1,744	D	$75.9072⁽⁴⁾	820	I	See footnote⁽⁶⁾
Class A Common Stock	01/17/2024		S⁽³⁾		820	D	$76.6759⁽⁵⁾	0	I	See footnote⁽⁶⁾
Class A Common Stock	01/18/2024		C		10,256	A	⁽¹⁾	39,323	I	See footnote⁽²⁾
Class A Common Stock	01/18/2024		S⁽³⁾		5,331	D	$77.9994⁽⁷⁾	33,992	I	See footnote⁽²⁾
Class A Common Stock	01/18/2024		S⁽³⁾		4,922	D	$79.0254⁽⁸⁾	29,070	I	See footnote⁽²⁾
Class A Common Stock	01/18/2024		S⁽³⁾		3	D	$79.68	29,067	I	See footnote⁽²⁾
Class A Common Stock	01/18/2024		C		2,564	A	⁽¹⁾	2,564	I	See footnote⁽⁶⁾
Class A Common Stock	01/18/2024		S⁽³⁾		1,325	D	$77.9957⁽⁷⁾	1,239	I	See footnote⁽⁶⁾
Class A Common Stock	01/18/2024		S⁽³⁾		1,239	D	$79.0234⁽⁸⁾	0	I	See footnote⁽⁶⁾
Class A Common Stock	01/19/2024		C		10,256	A	⁽¹⁾	39,323	I	See footnote⁽²⁾
Class A Common Stock	01/19/2024		S⁽³⁾		10,256	D	$78.6803⁽⁹⁾	29,067	I	See footnote⁽²⁾
Class A Common Stock	01/19/2024		C		2,564	A	⁽¹⁾	2,564	I	See footnote⁽⁶⁾
Class A Common Stock	01/19/2024		S⁽³⁾		2,564	D	$78.6803⁽⁹⁾	0	I	See footnote⁽⁶⁾
Class A Common Stock								249,830	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$2.04	01/17/2024		M			10,256	⁽¹⁰⁾	08/07/2027	Class B Common Stock	10,256	$0	3,589,732	D
Class B Common Stock	⁽¹⁾	01/17/2024		M		10,256		⁽¹⁾	⁽¹⁾	Class A Common Stock	10,256	$0	10,256	D
Class B Common Stock	⁽¹⁾	01/17/2024		C			10,256	⁽¹⁾	⁽¹⁾	Class A Common Stock	10,256	$0	0	D⁽¹¹⁾
Class B Common Stock	⁽¹⁾	01/17/2024		C			2,564	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,564	$0	1,473,720	I	See footnote⁽⁶⁾
Employee Stock Option (right to buy)	$2.04	01/18/2024		M			10,256	⁽¹⁰⁾	08/07/2027	Class B Common Stock	10,256	$0	3,579,476	D
Class B Common Stock	⁽¹⁾	01/18/2024		M		10,256		⁽¹⁾	⁽¹⁾	Class A Common Stock	10,256	$0	10,256	D
Class B Common Stock	⁽¹⁾	01/18/2024		C			10,256	⁽¹⁾	⁽¹⁾	Class A Common Stock	10,256	$0	0	D⁽¹¹⁾
Class B Common Stock	⁽¹⁾	01/18/2024		C			2,564	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,564	$0	1,471,156	I	See footnote⁽⁶⁾
Employee Stock Option (right to buy)	$2.04	01/19/2024		M			10,256	⁽¹⁰⁾	08/07/2027	Class B Common Stock	10,256	$0	3,569,220	D
Class B Common Stock	⁽¹⁾	01/19/2024		M		10,256		⁽¹⁾	⁽¹⁾	Class A Common Stock	10,256	$0	10,256	D
Class B Common Stock	⁽¹⁾	01/19/2024		C			10,256	⁽¹⁾	⁽¹⁾	Class A Common Stock	10,256	$0	0	D⁽¹¹⁾
Class B Common Stock	⁽¹⁾	01/19/2024		C			2,564	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,564	$0	1,468,592	I	See footnote⁽⁶⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	3,081,285		3,081,285	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	294,275		294,275	I	See footnote⁽¹²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	808,611		808,611	I	See footnote⁽¹³⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	1,562,792		1,562,792	I	See footnote⁽¹⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	250,000		250,000	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 30, 2022.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.38 to $76.37, 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), (5) and (7) through (9) 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 $76.39 to $77.20, inclusive.

6. 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.60 to $78.30, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.68 to $79.60, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.27 to $79.075, inclusive.

10. Shares subject to the option are fully vested and immediately exercisable.

11. 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.

12. 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.

13. The shares are held of record by The Sutherland/Zatlyn 2022 Annuity Trust dated May 26, 2022, for which the reporting person serves as co-trustee.

14. 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.

15. 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.

	/s/ Lindsey Cochran, by power of attorney	01/19/2024
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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