0000899243-19-023494.txt : 20190912 0000899243-19-023494.hdr.sgml : 20190912 20190912191142 ACCESSION NUMBER: 0000899243-19-023494 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190912 FILED AS OF DATE: 20190912 DATE AS OF CHANGE: 20190912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zatlyn Michelle CENTRAL INDEX KEY: 0001786951 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39039 FILM NUMBER: 191091297 MAIL ADDRESS: STREET 1: C/O CLOUDFLARE, INC. STREET 2: 101 TOWNSEND STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 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: 1209 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-09-12 0 0001477333 Cloudflare, Inc. NET 0001786951 Zatlyn Michelle C/O CLOUDFLARE, INC. 101 TOWNSEND STREET SAN FRANCISCO CA 94107 1 1 0 0 Chief Operating Officer Class B Common Stock Class A Common Stock 8532756 I See footnote Class B Common Stock Class A Common Stock 1242218 I See footnote Class B Common Stock Class A Common Stock 800000 I See footnote Employee Stock Option (right to buy) 2.04 2027-08-07 Class B Common Stock 4000000 D 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 The Sutherland/Zatlyn Revocable Trust dated November 17, 2016 for which the reporting person serves as co-trustee. The shares are held of record by The Sutherland/Zatlyn 2017 Annuity Trust dated December 15, 2017, for which the reporting person serves as co-trustee. The shares are held of record by The Sutherland/Zatlyn 2019 Annuity Trust dated February 28, 2019, for which the reporting person serves as co-trustee. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments following September 13, 2019. Exhibit 24 - Power of Attorney /s/ Douglas Kramer, by power of attorney 2019-09-12 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24

                                POWER OF ATTORNEY

          The undersigned, as a Section 16 reporting person of Cloudflare, Inc.
(the "Company"), hereby constitutes and appoints Douglas Kramer, Chad Skinner
and Lindsey Cochran, and each of them, as the undersigned's true and lawful
attorney-in-fact to:

                  1.  complete and execute Forms 3, 4 and 5 and other forms and
                      all amendments thereto as such attorney-in-fact shall in
                      his discretion determine to be required or advisable
                      pursuant to Section 16 of the Securities Exchange Act of
                      1934 (as amended) and the rules and regulations
                      promulgated thereunder, or any successor laws and
                      regulations, as a consequence of the undersigned's
                      ownership, acquisition or disposition of securities of
                      the Company; and

                  2.  do all acts necessary in order to file such forms with the
                      SEC, any securities exchange or national association, the
                      Company and such other person or agency as the
                      attorneys-in-fact shall deem appropriate.

          The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

          This Power of Attorney shall remain in full force and effect until the
 undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
 undersigned's holdings of and transactions in securities issued by the Company,
 unless earlier revoked by the undersigned in a signed writing delivered to the
 Company and the foregoing attorneys-in-fact.

          IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 9th day of August, 2019.


                                                 Signature: /s/ Michelle Zatlyn
                                                -------------------------------
                                                 Print Name: Michelle Zatlyn