0001209191-20-046683.txt : 20200813 0001209191-20-046683.hdr.sgml : 20200813 20200813192754 ACCESSION NUMBER: 0001209191-20-046683 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200811 FILED AS OF DATE: 20200813 DATE AS OF CHANGE: 20200813 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: 201100816 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 2020-08-11 0 0001477333 Cloudflare, Inc. NET 0001277631 BASKETT FOREST 1954 GREENSPRING DRIVE SUITE 600 TIMONIUM MD 21093 0 0 1 0 Class A Common Stock 2020-08-11 4 S 0 170982 37.2507 D 1134864 I See Note 2 Class A Common Stock 2020-08-11 4 S 0 157420 37.8741 D 977444 I See Note 2 Class A Common Stock 2020-08-12 4 S 0 180178 39.1028 D 797266 I See Note 2 Class A Common Stock 2020-08-12 4 S 0 69822 39.8568 D 727444 I See Note 2 Class A Common Stock 2020-08-12 4 S 0 67432 38.8591 D 282496 I See Note 7 Class A Common Stock 2020-08-13 4 S 0 35644 39.006 D 691800 I See Note 2 Class A Common Stock 2020-08-13 4 S 0 1800 39.5794 D 690000 I See Note 2 Class A Common Stock 2020-08-13 4 S 0 52165 39.0102 D 230331 I See Note 7 Class A Common Stock 2020-08-13 4 S 0 2835 39.5796 D 227496 I See Note 7 Class A Common Stock 2763583 I See Note 10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.75 to $37.74, 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 of the Issuer 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 $37.745 to $38.15, 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 $38.60 to $39.59, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.595 to $40.04, 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 (5) 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 $38.61 to $39.26, 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 (6) to this Form 4. The Reporting Person is a trustee of The Baskett-McKay Family Trust dtd 3/12/14 (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 $38.50 to $39.49, 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 (8) 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 $39.50 to $39.71, 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 (9) 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 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. /s/ Sasha Keough, attorney-in-fact 2020-08-13