0001209191-20-046033.txt : 20200810
0001209191-20-046033.hdr.sgml : 20200810
20200810205722
ACCESSION NUMBER: 0001209191-20-046033
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200807
FILED AS OF DATE: 20200810
DATE AS OF CHANGE: 20200810
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BASKETT FOREST
CENTRAL INDEX KEY: 0001277631
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39039
FILM NUMBER: 201090866
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
2020-08-07
0
0001477333
Cloudflare, Inc.
NET
0001277631
BASKETT FOREST
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
Class A Common Stock
2020-08-07
4
C
0
19763347
A
23822723
I
See Note 3
Class A Common Stock
2020-08-07
4
J
0
21059140
0.00
D
2763583
I
See Note 3
Class A Common Stock
2020-08-07
4
J
0
6465156
0.00
A
6465156
I
See Note 6
Class A Common Stock
2020-08-07
4
J
0
6465156
0.00
D
0
I
See Note 6
Class A Common Stock
2020-08-07
4
J
0
1398009
0.00
A
1398009
I
See Note 9
Class A Common Stock
2020-08-07
4
J
0
279945
0.00
A
349928
I
See Note 11
Class A Common Stock
2020-08-10
4
S
0
78962
37.2342
D
1319047
I
See Note 9
Class A Common Stock
2020-08-10
4
S
0
13201
38.2866
D
1305846
I
See Note 9
Class B Common Stock
2020-08-07
4
C
0
19763347
0.00
D
Class A Common Stock
19763347
23560342
I
See Note 3
New Enterprise Associates 13, L.P. ("NEA 13") converted 19,763,347 shares of Class B Common Stock at its option, pursuant to the Issuer's Amended and Restated Certificate of Incorporation, resulting in its acquisition of 19,763,347 shares of Class A Common Stock.
Each share of Class B Common Stock is convertible at any time into Class A Common Stock on a one-to-one basis at NEA 13's election and has no expiration date.
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 securities. 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 NEA 13 shares in which the Reporting Person has no pecuniary interest.
NEA 13 made a pro rata distribution for no consideration of an aggregate of 21,059,140 shares of Class A Common Stock of the Issuer to its general partner and its limited partners on August 7, 2020.
NEA Partners 13 received 6,465,156 shares of Class A Common Stock of the Issuer in the distribution by NEA 13 on August 7, 2020.
The Reporting Person is a director of NEA 13 LTD, which is the sole general partner of NEA Partners 13, the direct beneficial owner of the securities. 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 NEA Partners 13 shares in which the Reporting Person has no pecuniary interest.
NEA Partners 13 made a pro rata distribution for no consideration of an aggregate of 6,465,156 shares of Class A Common Stock of the Issuer to its limited partners on August 7, 2020.
New Enterprise Associates, LLC ("NEA LLC") received 1,398,009 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 13 on August 7, 2020.
The Reporting Person is a member of the Board of Directors of 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 of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest.
The Baskett-McKay Family Trust dtd 3/12/14 (the "Baskett Trust") received 279,945 shares of Class A Common Stock of the Issuer in the distribution by NEA Partners 13 on August 7, 2020.
The Reporting Person is a trustee of the Baskett 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, of such portion of the shares of Class A Common Stock of the Issuer held by the Baskett Trust 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 $37.00 to $37.99, 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 (12) 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 $38.02 to $38.55, 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 (13) to this Form 4.
/s/ Sasha Keough, attorney-in-fact
2020-08-10