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).

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)
03/16/2021

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	03/16/2021		C		27,791	A	⁽¹⁾	27,791	I	See footnote⁽²⁾
Class A Common Stock	03/16/2021		S⁽³⁾		2,670	D	$73.4493⁽⁴⁾	25,121	I	See footnote⁽²⁾
Class A Common Stock	03/16/2021		S⁽³⁾		7,586	D	$74.2901⁽⁵⁾	17,535	I	See footnote⁽²⁾
Class A Common Stock	03/16/2021		S⁽³⁾		6,055	D	$75.6044⁽⁶⁾	11,480	I	See footnote⁽²⁾
Class A Common Stock	03/16/2021		S⁽³⁾		11,480	D	$76.4579⁽⁷⁾	0	I	See footnote⁽²⁾
Class A Common Stock	03/16/2021		C		5,559	A	⁽¹⁾	5,559	I	See footnote⁽⁸⁾
Class A Common Stock	03/16/2021		S⁽³⁾		528	D	$73.4474⁽⁴⁾	5,031	I	See footnote⁽⁸⁾
Class A Common Stock	03/16/2021		S⁽³⁾		1,524	D	$74.29⁽⁵⁾	3,507	I	See footnote⁽⁸⁾
Class A Common Stock	03/16/2021		S⁽³⁾		1,212	D	$75.602⁽⁶⁾	2,295	I	See footnote⁽⁸⁾
Class A Common Stock	03/16/2021		S⁽³⁾		2,295	D	$76.458⁽⁷⁾	0	I	See footnote⁽⁸⁾
Class A Common Stock	03/17/2021		C		27,792	A	⁽¹⁾	27,792	I	See footnote⁽²⁾
Class A Common Stock	03/17/2021		S⁽³⁾		4,894	D	$71.6608⁽⁹⁾	22,898	I	See footnote⁽²⁾
Class A Common Stock	03/17/2021		S⁽³⁾		10,747	D	$72.3784⁽¹⁰⁾	12,151	I	See footnote⁽²⁾
Class A Common Stock	03/17/2021		S⁽³⁾		2,285	D	$73.432⁽¹¹⁾	9,866	I	See footnote⁽²⁾
Class A Common Stock	03/17/2021		S⁽³⁾		6,950	D	$74.6448⁽¹²⁾	2,916	I	See footnote⁽²⁾
Class A Common Stock	03/17/2021		S⁽³⁾		2,916	D	$75.2871⁽¹³⁾	0	I	See footnote⁽²⁾
Class A Common Stock	03/17/2021		C		5,558	A	⁽¹⁾	5,558	I	See footnote⁽⁸⁾
Class A Common Stock	03/17/2021		S⁽³⁾		969	D	$71.6612⁽⁹⁾	4,589	I	See footnote⁽⁸⁾
Class A Common Stock	03/17/2021		S⁽³⁾		2,159	D	$72.375⁽¹⁰⁾	2,430	I	See footnote⁽⁸⁾
Class A Common Stock	03/17/2021		S⁽³⁾		457	D	$73.4327⁽¹¹⁾	1,973	I	See footnote⁽⁸⁾
Class A Common Stock	03/17/2021		S⁽³⁾		1,389	D	$74.643⁽¹²⁾	584	I	See footnote⁽⁸⁾
Class A Common Stock	03/17/2021		S⁽³⁾		584	D	$75.2903⁽¹³⁾	0	I	See footnote⁽⁸⁾

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)
Class B Common Stock	⁽¹⁾	03/16/2021		C			27,791	⁽¹⁾	⁽¹⁾	Class A Common Stock	27,791	$0.00	6,620,609	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾	03/16/2021		C			5,559	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,559	$0.00	1,155,768	I	See footnote⁽⁸⁾
Class B Common Stock	⁽¹⁾	03/17/2021		C			27,792	⁽¹⁾	⁽¹⁾	Class A Common Stock	27,792	$0.00	6,592,817	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁾	03/17/2021		C			5,558	⁽¹⁾	⁽¹⁾	Class A Common Stock	5,558	$0.00	1,150,210	I	See footnote⁽⁸⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	680,742		680,742	I	See footnote⁽¹⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	294,275		294,275	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.

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 $72.94 to $73.93, 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 (7) and (9) through (13) 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 $73.98 to $74.95, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.03 to $76.02, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.03 to $76.92, inclusive.

8. 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.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.95 to $71.94, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.96 to $72.89, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.97 to $73.84, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.03 to $75.02, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.04 to $75.61, inclusive.

14. The shares are held of record by The Sutherland/Zatlyn 2019 Annuity Trust dated February 28, 2019, for which the reporting person serves as co-trustee.

15. 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.

Remarks:

	/s/ Lindsey Cochran, by power of attorney	03/18/2021
	** 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).
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