0001209191-20-059209.txt : 20201118
0001209191-20-059209.hdr.sgml : 20201118
20201118182015
ACCESSION NUMBER: 0001209191-20-059209
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201116
FILED AS OF DATE: 20201118
DATE AS OF CHANGE: 20201118
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SANDELL SCOTT D
CENTRAL INDEX KEY: 0001237289
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39039
FILM NUMBER: 201326240
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cloudflare, Inc.
CENTRAL INDEX KEY: 0001477333
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 270805829
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 101 TOWNSEND ST.
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
BUSINESS PHONE: 888.993.5273
MAIL ADDRESS:
STREET 1: 101 TOWNSEND ST.
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
FORMER COMPANY:
FORMER CONFORMED NAME: CloudFlare, Inc.
DATE OF NAME CHANGE: 20091120
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-11-16
0
0001477333
Cloudflare, Inc.
NET
0001237289
SANDELL SCOTT D
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
1
0
0
0
Class A Common Stock
2020-11-16
4
S
0
86980
64.2418
D
701003
I
See Note 2
Class A Common Stock
2020-11-17
4
S
0
312171
65.6207
D
388832
I
See Note 2
Class A Common Stock
2020-11-18
4
S
0
51428
65.526
D
337404
I
See Note 2
Class A Common Stock
2763583
I
See Note 4
Class A Common Stock
325010
I
See Note 5
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.1135 to $64.5100, 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 range set forth in this footnote (1) to this Form 4.
The Reporting Person is a member of the Board of Directors of New Enterprise Associates, LLC ("NEA LLC"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares held by NEA LLC in which the Reporting Person has no pecuniary interest.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.3836 to $66.2300, 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 range set forth in this footnote (3) to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.1450 to $65.8672, 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 range set forth in this footnote (4) to this Form 4.
The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the shares held by NEA 13 in which the Reporting Person has no pecuniary interest.
The Reporting Person is the trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), which is the direct beneficial owner of the shares. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the shares held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest.
/s/ Sasha Keough, attorney-in-fact
2020-11-18