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^*

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2019

4. 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 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	09/17/2019		C		831,641	A	⁽¹⁾	831,641	I	See footnote⁽²⁾
Class A Common Stock	09/17/2019		C		211,603	A	⁽¹⁾	211,603	I	See footnote⁽³⁾
Class A Common Stock	09/17/2019		C		252,550	A	⁽¹⁾	252,550	I	See footnote⁽⁴⁾

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)
Series A Convertible Preferred Stock	⁽⁵⁾	09/17/2019		C			314,480	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽⁶⁾	314,480	$0.00	0	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁷⁾	09/17/2019		C			2,210,230	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽⁶⁾	2,210,230	$0.00	0	I	See footnote⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	09/17/2019		C			831,641	⁽¹⁾	⁽¹⁾	Class A Common Stock	831,641	$0.00	0	I	See footnote⁽²⁾
Class B Common Stock⁽⁶⁾	⁽⁵⁾⁽⁷⁾	09/17/2019		C		2,524,710		⁽⁵⁾⁽⁷⁾	⁽⁵⁾⁽⁷⁾	Class A Common Stock	2,524,710	$0.00	2,826,097	I	See footnote⁽²⁾
Class B Common Stock⁽⁶⁾	⁽⁶⁾	09/17/2019		P		641,800		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	641,800	$15	3,467,897	I	See footnote⁽²⁾
Series A Convertible Preferred Stock	⁽⁵⁾	09/17/2019		C			80,016	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽⁶⁾	80,016	$0.00	0	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁷⁾	09/17/2019		C			562,370	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽⁶⁾	562,370	$0.00	0	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	09/17/2019		C			211,603	⁽¹⁾	⁽¹⁾	Class A Common Stock	211,603	$0.00	0	I	See footnote⁽³⁾
Class B Common Stock⁽⁶⁾	⁽⁵⁾⁽⁷⁾	09/17/2019		C		642,386		⁽⁵⁾⁽⁷⁾	⁽⁵⁾⁽⁷⁾	Class A Common Stock	642,386	$0.00	719,071	I	See footnote⁽³⁾
Class B Common Stock⁽⁶⁾	⁽⁶⁾	09/17/2019		P		163,300		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	163,300	$15	882,371	I	See footnote⁽³⁾
Series A Convertible Preferred Stock	⁽⁵⁾	09/17/2019		C			95,500	⁽⁵⁾	⁽⁵⁾	Class B Common Stock⁽⁶⁾	95,500	$0.00	0	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁷⁾	09/17/2019		C			671,200	⁽⁷⁾	⁽⁷⁾	Class B Common Stock⁽⁶⁾	671,200	$0.00	0	I	See footnote⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	09/17/2019		C			252,550	⁽¹⁾	⁽¹⁾	Class A Common Stock	252,550	$0.00	0	I	See footnote⁽⁴⁾
Class B Common Stock⁽⁶⁾	⁽⁵⁾⁽⁷⁾	09/17/2019		C		766,700		⁽⁵⁾⁽⁷⁾	⁽⁵⁾⁽⁷⁾	Class A Common Stock	766,700	$0.00	858,224	I	See footnote⁽⁴⁾
Class B Common Stock⁽⁶⁾	⁽⁶⁾	09/17/2019		P		194,900		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	194,900	$15	1,053,124	I	See footnote⁽⁴⁾
Class B Common Stock⁽⁶⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	497,996		497,996	I	See footnote⁽⁸⁾
Class B Common Stock⁽⁶⁾	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	34,051		34,051	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 D Convertible Preferred Stock automatically converted 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 had no expiration date.

2. 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.

3. 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.

4. 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 and Blake Modersitzki is the Manager Member of PV V Financial GP. 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.

5. Each share of Series A Convertible Preferred Stock automatically converted 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 had no expiration date.

6. 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.

7. Each share of Series C Convertible Preferred Stock automatically converted 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 had no expiration date.

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 four reports, each on a separate Form 4, 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.	09/18/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners V, L.L.C., the General Partner of Pelion Ventures V-A, L.P.	09/18/2019
	/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.	09/18/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners V, L.L.C.	09/18/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Ventures V Financial Institutions GP, L.L.C.	09/18/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners VI, L.L.C., the General Partner of Pelion Ventures VI, L.P.	09/18/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners VI, L.L.C., the General Partner of Pelion Ventures VI-A, L.P.	09/18/2019
	/s/ Blake Modersitzki, the Manager Member of Pelion Venture Partners VI, L.L.C.	09/18/2019
	/s/ Blake Modersitzki	09/18/2019
	** Signature of Reporting Person	Date
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