0001104659-20-030932.txt : 20200309 0001104659-20-030932.hdr.sgml : 20200309 20200309215330 ACCESSION NUMBER: 0001104659-20-030932 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200305 FILED AS OF DATE: 20200309 DATE AS OF CHANGE: 20200309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UV PARTNERS IV LP CENTRAL INDEX KEY: 0001405396 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 20699767 BUSINESS ADDRESS: STREET 1: 2755 E COTTONWOOD PARKWAY STREET 2: SUITE 520 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 801-365-0262 MAIL ADDRESS: STREET 1: 2755 E COTTONWOOD PARKWAY STREET 2: SUITE 520 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UV PARTNERS IV-A LP CENTRAL INDEX KEY: 0001452738 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 20699768 BUSINESS ADDRESS: STREET 1: 2755 E. Cottonwood Pkwy., Suite 520 CITY: Salt Lake City STATE: UT ZIP: 84121 BUSINESS PHONE: 801-365-0262 MAIL ADDRESS: STREET 1: 2755 E. Cottonwood Pkwy., Suite 520 CITY: Salt Lake City STATE: UT ZIP: 84121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UV PARTNERS IV FINANCIAL INSTITUTIONS FUND LP CENTRAL INDEX KEY: 0001452739 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 20699769 BUSINESS ADDRESS: STREET 1: 2755 E. Cottonwood Pkwy., Suite 520 CITY: Salt Lake City STATE: UT ZIP: 84121 BUSINESS PHONE: 801-365-0262 MAIL ADDRESS: STREET 1: 2755 E. Cottonwood Pkwy., Suite 520 CITY: Salt Lake City STATE: UT ZIP: 84121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UV Partners IV GP, L.L.C. CENTRAL INDEX KEY: 0001787870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 20699770 BUSINESS ADDRESS: STREET 1: 2750 E. COTTONWOOD PARKWAY, SUITE 620 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 801-365-0262 MAIL ADDRESS: STREET 1: 2750 E. COTTONWOOD PARKWAY, SUITE 620 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UV Partners IV Financial Institutions GP, L.L.C. CENTRAL INDEX KEY: 0001787868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 20699771 BUSINESS ADDRESS: STREET 1: 2750 E. COTTONWOOD PARKWAY, SUITE 620 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 BUSINESS PHONE: 801-365-0262 MAIL ADDRESS: STREET 1: 2750 E. COTTONWOOD PARKWAY, SUITE 620 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Modersitzki Blake G CENTRAL INDEX KEY: 0001366065 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 20699772 MAIL ADDRESS: STREET 1: 2755 EAST COTTONWOOD PARKWAY STREET 2: SUITE 520 CITY: SALT LAKE CITY STATE: UT ZIP: 84121 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 a4.xml 4 X0306 4 2020-03-05 0 0001477333 Cloudflare, Inc. NET 0001405396 UV PARTNERS IV LP C/O PELION VENTURES 2750 E. COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY UT 84121 0 0 1 0 0001452738 UV PARTNERS IV-A LP C/O PELION VENTURES 2750 E. COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY UT 84121 0 0 1 0 0001452739 UV PARTNERS IV FINANCIAL INSTITUTIONS FUND LP C/O PELION VENTURES 2750 E. COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY UT 84121 0 0 1 0 0001787870 UV Partners IV GP, L.L.C. C/O PELION VENTURES 2750 E. COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY UT 84121 0 0 1 0 0001787868 UV Partners IV Financial Institutions GP, L.L.C. C/O PELION VENTURES 2750 E. COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY UT 84121 0 0 1 0 0001366065 Modersitzki Blake G C/O PELION VENTURES 2750 E. COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY UT 84121 0 0 1 0 Class A Common Stock 2020-03-05 4 C 0 1030412 A 1030412 I See Footnote Class A Common Stock 2020-03-05 4 C 0 334380 A 334380 I See Footnote Class A Common Stock 2020-03-05 4 C 0 635208 A 635208 I See Footnote Class A Common Stock 2020-03-05 4 S 0 1030412 22.80 D 0 I See Footnote Class A Common Stock 2020-03-05 4 S 0 334380 22.80 D 0 I See Footnote Class A Common Stock 2020-03-05 4 S 0 635208 22.80 D 0 I See Footnote Class A Common Stock 831641 I See Footnote Class A Common Stock 211603 I See Footnote Class A Common Stock 252550 I See Footnote Class A Common Stock 2954546 I See Footnote Class B Common Stock 2020-03-05 4 C 0 1030412 0.00 D Class A Common Stock 1030412 18873702 I See Footnote Class B Common Stock 2020-03-05 4 C 0 334380 0.00 D Class A Common Stock 334380 6125143 I See Footnote Class B Common Stock 2020-03-05 4 C 0 635208 0.00 D Class A Common Stock 635208 11634769 I See Footnote Class B Common Stock Class A Common Stock 3467897 3467897 I See Footnote Class B Common Stock Class A Common Stock 882371 882371 I See Footnote Class B Common Stock Class A Common Stock 1053124 1053124 I See Footnote Class B Common Stock Class A Common Stock 497996 497996 I See Footnote Class B Common Stock Class A Common Stock 34051 34051 I See Footnote Class B Common Stock Class A Common Stock 662265 662265 I See Footnote Represents conversion of shares of the Issuer's Class B Common Stock into shares of the Issuer's Class A Common Stock on a 1-for-1 basis. The convertibility of the Class B Common Stock has no expiration date. The shares are held of record by UV Partners IV, L.P. ("UVP IV"). UV Partners IV GP, L.L.C. ("UVP IV GP") is the General Partner of UVP IV, and Blake Modersitzki is the Manager Member of UVP IV GP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV. Each of UVP IV GP and Mr. Modersitzki disclaims beneficial ownership of the securities held by of record by UVP IV except to the extent of its or his respective pecuniary interest therein. The shares are held of record by UV Partners IV-A, L.P. ("UVP IV-A"). UVP IV GP is the General Partner of UVP IV-A, and Blake Modersitzki is the Manager Member of UVP IV GP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV-A. Each of UVP IV GP and Mr. Modersitzki disclaims beneficial ownership of the securities held by of record by UVP IV-A except to the extent of its or his respective pecuniary interest therein. The shares are held of record by UV Partners IV Financial Institutions Fund, L.P. ("UVP IV FIF"). UV Partners IV Financial Institutions GP, L.L.C. ("UVP IV FIGP") is the General Partner of UVP IV FIF, and Blake Modersitzki is the Manager Member of UVP IV FIGP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by UVP IV FIF. Each of UVP IV FIGP and Mr. Modersitzki disclaims beneficial ownership of the securities held by of record by UVP IV FIF except to the extent of its or his respective pecuniary interest therein. 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. Mr. Modersitzki exercises 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. 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. Mr. Modersitzki exercises 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. The shares are held of record by Pelion Ventures V Financial Institutions Fund, L.P. ("PV V FIF"). Pelion Ventures V Financial Institutions GP, L.L.C. ("PV V FIGP") is the General Partner of PV V FIF and Blake Modersitzki is the Manager Member of PV V FIGP. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by PV V FIF, but disclaims beneficial ownership of the securities held of record by PV V FIF except to the extent of his individual pecuniary interest therein. The shares are held of record by Pelion Opportunity Fund I, LLC ("POF I"). Pelion Opportunities Partners I, L.L.C. ("POP I") is the Manager of POF I, and Blake Modersitzki is the Manager Member of POP I. Mr. Modersitzki exercises voting and dispositive power with respect to the shares held of record by POF I, but disclaims beneficial ownership of the securities held by of record by POF I except to the extent of his individual pecuniary interest therein. 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. 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. Mr. Modersitzki exercises 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. 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. Mr. Modersitzki exercises 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. The sales reported herein are matchable, for purposes of Section 16(b) of the Exchange Act, with purchases on September 17, 2019 by certain entities in which Mr. Modersitzki has a pecuniary interest (the "Purchases"). As a result, Mr. Modersitzki is liable for short-swing profits to the extent of his pecuniary interest in the Purchases and the sales reported herein. Mr. Modersitzki has agreed with the Issuer to disgorge his short-swing profits attributable to the matching of the Purchases with the sales reported herein. None of the other reporting persons has any pecuniary interest in the Purchases. Accordingly, no other reporting person has any short-swing liability as a result of the transactions reported herein. UV Partners IV, L.P. By: UV Partners IV GP, L.L.C. Its: General Partner By: /s/ Blake G. Modersitzki Managing Member 2020-03-09 UV Partners IV-A, L.P. By: UV Partners IV GP, L.L.C. Its: General Partner By: /s/ Blake G. Modersitzki Managing Member 2020-03-09 UV Partners IV Financial Institutions Fund, L.P. By: UV Partners IV Financial Institutions GP, L.L.C. Its: General Partner By: /s/ Blake G. Modersitzki Managing Member 2020-03-09 UV Partners IV GP, L.L.C. By: /s/ Blake G. Modersitzki Managing Member 2020-03-09 UV Partners IV Financial Institutions GP, L.L.C. By: /s/ Blake G. Modersitzki Managing Member 2020-03-09 /s/ Blake G. Modersitzki 2020-03-09