SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Pelion Ventures V, L.P.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/12/2019

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

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	314,480	⁽¹⁾	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	2,210,230	⁽⁴⁾	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	831,641	⁽⁵⁾	I	See footnote⁽³⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	301,387	⁽²⁾	I	See footnote⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	80,016	⁽¹⁾	I	See footnote⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	562,370	⁽⁴⁾	I	See footnote⁽⁶⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	211,603	⁽⁵⁾	I	See footnote⁽⁶⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	76,685	⁽²⁾	I	See footnote⁽⁶⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽²⁾	95,500	⁽¹⁾	I	See footnote⁽⁷⁾
Series C Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Class B Common Stock⁽²⁾	671,200	⁽⁴⁾	I	See footnote⁽⁷⁾
Series D Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	252,550	⁽⁵⁾	I	See footnote⁽⁷⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	91,524	⁽²⁾	I	See footnote⁽⁷⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	497,996	⁽²⁾	I	See footnote⁽⁸⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	34,051	⁽²⁾	I	See footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

Pelion Ventures V, L.P.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pelion Ventures V-A, L.P.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pelion Ventures V Financial Institutions Fund, L.P.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pelion Venture Partners V, L.L.C.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pelion Ventures V Financial Institutions GP, L.L.C.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pelion Ventures VI, L.P.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pelion Ventures VI-A, L.P.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Pelion Venture Partners VI, L.L.C.

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Modersitzki Blake G

(Last)

(First)

(Middle)

C/O PELION VENTURES

2750 E COTTONWOOD PARKWAY, SUITE 600

(Street)

SALT LAKE CITY

84121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

2. 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.

3. The shares are held of record by Pelion Ventures V, L.P. (PV V). Pelion Venture Partners V, L.L.C. (PVP V) is the General Partner of PV V, and Blake Modersitzki is the Manager Member of PVP V. Carl Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP V. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V, but disclaims beneficial ownership of the securities held of record by PV V except to the extent of his individual pecuniary interest therein.

4. Each share of Series C Convertible Preferred Stock shall automatically convert into Class B Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

5. Each share of Series D Convertible Preferred Stock shall automatically convert into Class A Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and has no expiration date.

6. The shares are held of record by Pelion Ventures V-A, L.P. (PV V-A). PVP V is the General Partner of PV V-A, and Blake Modersitzki is the Manager Member of PVP V. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP V. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V-A, but disclaims beneficial ownership of the securities held of record by PV V-A except to the extent of his individual pecuniary interest therein.

7. The shares are held of record by Pelion Ventures V Financial Institutions Fund, L.P. (PV V Financial). Pelion Ventures V Financial Institutions GP, L.L.C. (PV V Financial GP) is the General Partner of PV V Financial. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an advisor to an affiliate of PV V Financial GP. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV V Financial, but disclaims beneficial ownership of the securities held of record by PV V Financial except to the extent of his individual pecuniary interest therein.

8. The shares are held of record by Pelion Ventures VI, L.P. (PV VI). Pelion Venture Partners VI, L.L.C. (PVP VI) is the General Partner of PV VI, and Blake Modersitzki is the Manager Member of PVP VI. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP VI. Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV VI, but disclaims beneficial ownership of the securities held of record by PV VI except to the extent of his individual pecuniary interest therein.

9. The shares are held of record by Pelion Ventures VI-A, L.P. (PV VI-A). PVP VI is the General Partner of PV VI-A, and Blake Modersitzki is the Manager Member of PVP VI. Dr. Ledbetter, a director of the Issuer, serves as a Special Advisor to an affiliate of PVP VI . Each of Mr. Modersitzki and Dr. Ledbetter share voting and dispositive power with respect to the shares held of record by PV VI-A, but disclaims beneficial ownership of the securities held of record by PV VI-A except to the extent of his individual pecuniary interest therein.

Remarks:

This report is one of three reports, each on a separate Form 3, but relating to the same transaction being filed by entities affiliated with Pelion Ventures and their applicable members.

	/s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners V, L.L.C., the General Partner of Pelion Ventures V, L.P.	09/12/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners V, L.L.C., the General Partner of Pelion Ventures V-A, L.P.	09/12/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Ventures V Financial Institutions GP, L.L.C., the General Partner of Pelion Ventures V Financial Institutions Fund, L.P.	09/12/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners V, L.L.C.	09/12/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Ventures V Financial Institutions GP, L.L.C.	09/12/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners VI, L.L.C., the General Partner of Pelion Ventures VI, L.P.	09/12/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners VI, L.L.C., the General Partner of Pelion Ventures VI-A, L.P.	09/12/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners VI, L.L.C.	09/12/2019
	/s/ Blake Modersitzki	09/12/2019
	** 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 5 (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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